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Registered number: 14849755










ROCHMA HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ROCHMA HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
CJ Brightman 
MB Feltham 
RM Feltham 




Registered number
14849755



Registered office
Derwent Buildings High Street
Clay Cross

Chesterfield

S45 9DP




Independent auditors
Shorts
Chartered Accountants & Statutory Auditor

2 Ashgate Road

Chesterfield

S40 4AA




Bankers
Barclays





 
ROCHMA HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Income and Retained Earnings
 
9
Consolidated Balance Sheet
 
10
Company Balance Sheet
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 32


 
ROCHMA HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
Rochma Holdings Limited was incorporated on the 5th May 2023 as a holding company for CMC Chesterfield Limited. As the conditions for merger accounting set out in paragraph 19.27 in FRS 102 have been met, the Company has been able to use merger accounting in order to create merger consolidated accounts for the newly formed group at 31 December 2023.

Business review
 
The financial statements show an increased turnover and a decrease in gross profit margin; these combined results together with controls on costs have resulted in a pre tax profit for the year of £1.05m, down on the previous year. The reduction in pre tax profits have in part been driven by fragile consumer confidence due to cost of living pressures and rising interest rates, which have led to reduced demand and an increase in available inventory throughout the market which in turn have impacted margin.  The results were in line with expectations and was achieved through the hard work of our committed work force and the ongoing support of our stakeholders.

Financial key performance indicators
 
The directors monitor the Group's performance in a number of ways including key performance indicators.
Turnover has increased to £31.9m (2022: £29.3m)
Gross profit margin has decreased to 18.5% (2022: 19.7%) 
Pre-tax profit for the year was £1.05m (2022: £1.3m)
Turnover represents the value of goods supplied and delivered to customers in the year and measures sales growth or decline in value terms. The gross margin is calculated by dividing gross profit by turnover and measures the total profitability of product sales. Pre tax profit or loss is the profit or loss generated by the business from operations including finance income and finance costs before taxation. This indicator measures the overall profitability of the business for the year.

Principal risks and uncertainties
 
Consumer confidence
There is a risk whereby the Group's sales are reduced as its typical customers are adversely affected by a downturn in the economy. Efforts are made to ensure that our exposure to this threat is minimised by ensuring that the Group prices its stocks competitively and regularly reviews its product mix.
Brexit
The uncertainty around Brexit is a risk to the business. New bikes are imported from Europe, post Brexit the cost of new bikes could increase due to importation taxes etc, this coupled with reduced consumer confidence could impact sales. New bike sales represent 11% of the Group's total turnover. The Group continues to monitor the situation and works to develop the other revenue types within the business to help minimise the risk.
COVID-19
The world continues to recover from the effects of COVID-19 and is a source of uncertainty for the business. In 2020 the business developed a resilience plan to mitigate the potential impact, the plan included store closures both temporarily and permanently, an organisational restructure and a full review of the cost base. The business traded ahead of plan in 2020, 2021, 2022, 2023 and has continued to do so into 2024. Performance is regularly reviewed against the turnaround plan with action being taken to improve results where necessary or where additional opportunities arise.
 
Page 1

 
ROCHMA HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Insurance risks
The Group insures its business assets against insurable risks as it deems appropriate.
Interest rates
The business would be adversely affected by a large rise in interest rates as the Group currently has bank borrowings used to finance the business. The Group is confident that it will continue to operate comfortably within the covenants required by the bank and continues to repay the financing in accordance with the banking agreement.
Going concern
At 31 December 2023 the Group had net current liabilities amounting to £296,384 (2022: £68,269). This has improved year on year as a result of the Group reporting a profit before tax for the year ended 31 December 2023 of £1,052,232 (2022: £1,306,916).
The directors have prepared budgets for the next 12 months, based upon their expectation of realistic sales volume levels which show that the Group will continue to trade profitability and enable it to pay its debts as they fall due. In addition, should additional funding become necessary in the future then the directors are confident that this can be secured at the appropriate levels.
Considering these expected future trading results and following receipt of confirmation from all of the ongoing key stakeholders of their continued support at the required levels, the directors have prepared the accounts on a going concern basis.


This report was approved by the board on 2 August 2024 and signed on its behalf.



CJ Brightman
Director

Page 2

 
ROCHMA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The profit for the year, after taxation, amounted to £786,885 (2022 - £1,355,032).

No dividends were paid during the year.

Directors

The directors who served during the year were:

CJ Brightman (appointed 5 May 2023)
MB Feltham (appointed 23 June 2023)
RM Feltham (appointed 23 June 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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'. 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 for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 3

 
ROCHMA HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors

The auditorsShortswill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 2 August 2024 and signed on its behalf.
 





CJ Brightman
Director

Page 4

 
ROCHMA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCHMA HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Rochma Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or 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.


Page 5

 
ROCHMA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCHMA HOLDINGS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


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 Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 3, 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 is 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.

Page 6

 
ROCHMA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCHMA HOLDINGS LIMITED (CONTINUED)



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 an Auditors' Report 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 Group 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: 
 
the engagement team collectively had the appropriate competence, capabilities and skills to identify or  recognise non-compliance with applicable laws and regulations;
through discussions with the directors and other management and from our commercial knowledge and  experience of the sectors that the Company operates in, we identified the laws and regulations applicable to the Company; and 
focusing on the specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, we assessed the extent of compliance with those laws and regulations identified above through making enquiries of management and inspecting relevant correspondence.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their  knowledge of actual, suspected and alleged fraud; and 
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
considered journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing any correspondence with HMRC, relevant regulators and the Company's legal advisors.

Page 7

 
ROCHMA HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCHMA HOLDINGS LIMITED (CONTINUED)


There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment 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 Auditors' Report.


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 2006Our 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 an Auditors' Report 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.





Andrew Irvine (Senior Statutory Auditor) (Senior Statutory Auditor)
  
for and on behalf of
Shorts
 
Chartered Accountants
Statutory Auditor
  
2 Ashgate Road
Chesterfield
S40 4AA

2 August 2024
Page 8

 
ROCHMA HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
  
31,898,038
29,328,525

Cost of sales
  
(26,006,626)
(23,555,022)

Gross profit
  
5,891,412
5,773,503

Administrative expenses
  
(4,621,259)
(4,394,953)

Other operating income
 6 
288,456
222,350

Operating profit
  
1,558,609
1,600,900

Interest payable and similar expenses
  
(506,377)
(293,984)

Profit before tax
  
1,052,232
1,306,916

Tax on profit
 12 
(265,347)
48,116

Profit after tax
  
786,885
1,355,032

  

  

Retained earnings at the beginning of the year
  
(49,454)
(1,404,486)

Profit for the year attributable to the owners of the parent
  
786,885
1,355,032

Retained earnings at the end of the year
  
737,431
(49,454)

  

The notes on pages 16 to 32 form part of these financial statements.

Page 9

 
ROCHMA HOLDINGS LIMITED
REGISTERED NUMBER: 14849755

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
  
-
-

Tangible assets
 14 
1,808,352
456,148

Current assets
  

Stocks
 16 
9,451,262
9,317,238

Debtors: amounts falling due within one year
 17 
571,133
426,632

Cash at bank and in hand
  
78,407
8,362

  
10,100,802
9,752,232

Creditors: amounts falling due within one year
 18 
(10,397,186)
(9,820,501)

Net current liabilities
  
 
 
(296,384)
 
 
(68,269)

Total assets less current liabilities
  
1,511,968
387,879

Creditors: amounts falling due after more than one year
  
(316,480)
(107,333)

Provisions for liabilities
  

Deferred taxation
  
(128,057)
-

Net assets
  
1,067,431
280,546


Capital and reserves
  

Called up share capital 
 23 
300
300

Merger reserve
 24 
329,700
329,700

Profit and loss account
 24 
737,431
(49,454)

  
1,067,431
280,546


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 August 2024.




CJ Brightman
Director

The notes on pages 16 to 32 form part of these financial statements.

Page 10

 
ROCHMA HOLDINGS LIMITED
REGISTERED NUMBER: 14849755

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 14 
966,187
-

Investments
 15 
300
-

  
966,487
-

Current assets
  

Cash at bank and in hand
  
5,786
-

Creditors: amounts falling due within one year
 18 
(981,815)
-

Net current (liabilities)/assets
  
 
 
(976,029)
 
 
-

Total assets less current liabilities
  
(9,542)
-

  

  

Net (liabilities)/assets
  
(9,542)
-


Capital and reserves
  

Called up share capital 
 23 
300
-

Profit and loss account carried forward
  
(9,842)
-

  
(9,542)
-


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 2 August 2024.


CJ Brightman
Director

The notes on pages 16 to 32 form part of these financial statements.

Page 11

 
ROCHMA HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Equity attributable to owners of parent Company
Total equity

£
£
£
£
£


At 1 May 2022
-
-
(1,404,486)
(1,404,486)
(1,404,486)



Profit for the period
-
-
1,355,032
1,355,032
1,355,032

Other movement type 1
-
329,700
-
329,700
329,700

Shares issued during the period
300
-
-
300
300



At 1 January 2023
300
329,700
(49,454)
280,546
280,546



Profit for the year
-
-
786,885
786,885
786,885


At 31 December 2023
300
329,700
737,431
1,067,431
1,067,431


The notes on pages 16 to 32 form part of these financial statements.

Page 12

 
ROCHMA HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£




Loss for the year
-
(9,842)
(9,842)

Shares issued during the year
300
-
300


At 31 December 2023
300
(9,842)
(9,542)


The notes on pages 16 to 32 form part of these financial statements.

Page 13

 
ROCHMA HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
786,885
1,355,032

Adjustments for:

Depreciation of tangible assets
178,296
74,304

Loss on disposal of tangible assets
366
(6,500)

Interest paid
506,377
293,984

Taxation charge
265,347
(48,116)

(Increase) in stocks
(134,024)
(3,260,762)

(Increase) in debtors
(183,749)
(214,927)

Increase in creditors
494,825
2,095,677

Corporation tax (paid)/received
(48,924)
-

Net cash generated from operating activities

1,865,399
288,692


Cash flows from investing activities

Purchase of tangible fixed assets
(1,166,114)
(90,223)

Sale of tangible fixed assets
834
6,500

HP interest paid
(13,353)
-

Net cash from investing activities

(1,178,633)
(83,723)

Cash flows from financing activities

Repayment of loans
(56,000)
(109,334)

Interest paid
(493,024)
(293,984)

Net cash used in financing activities
(549,024)
(403,318)

Net increase/(decrease) in cash and cash equivalents
137,742
(198,349)

Cash and cash equivalents at beginning of year
(62,202)
136,147

Cash and cash equivalents at the end of year
75,540
(62,202)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
78,407
8,362

Bank overdrafts
(2,867)
(70,564)

75,540
(62,202)


The notes on pages 16 to 32 form part of these financial statements.

Page 14

 
ROCHMA HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
New finance leases
At 31 December 2023
£

£

£

£

Cash at bank and in hand

8,362

70,045

-

78,407

Bank overdrafts

(70,564)

67,697

-

(2,867)

Debt due after 1 year

(107,333)

56,000

-

(51,333)

Debt due within 1 year

(59,263)

1,025

-

(58,238)

Finance leases

-

-

(365,586)

(365,586)


(228,798)
194,767
(365,586)
(399,617)

The notes on pages 16 to 32 form part of these financial statements.

Page 15

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Rochma Holdings Limited is a private Company limited by shares, incorporated in England and Wales (registered number: 1489755). Its registered office is Derwent Buildings, High Street, Clay Cross, Chesterfield, Derbyshire, S45 9DP. The principal activity of the Company is activities of head office. The Company was incorporated on the 5th May 2023.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Group's functional and presentational currency is pounds sterling.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the merger accounting method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their book values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is deemed to be obtained. They are deconsolidated from the date control ceases.
On consolidation a merger reserve has been created, this is a result of the combined Group no longer requiring the capital redemption reserve account and share capital previously accounted for in the subsidiary.

 
2.3

Going concern

The directors have prepared budgets for the next 12 months, based upon their expectation of
realistic sales volume levels which show that the Group will continue to trade profitability and
enable it to pay its debts as they fall due. In addition, should additional funding become necessary in the future then the directors are confident that this can be secured at the appropriate levels.
Considering these expected future trading results and having received confirmation from all of the
ongoing key stakeholders of their continued support at the required levels, the directors have
prepared the accounts on a going concern basis.

Page 16

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

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.

 
2.5

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.

 
2.6

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its 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 obligations.

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.

Page 17

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.8

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.

Page 18

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.8
Tangible fixed assets (continued)

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.

Depreciation is provided on the following basis:

Freehold property
-
50 years
Short-term leasehold property
-
Over term of lease
Plant and machinery
-
3 - 7 years
Motor vehicles
-
5 - 7 years
Fixtures and fittings
-
2 - 9 years
Computer equipment
-
2 years

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 disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

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 costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.11

Financial instruments

The Group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities such as bank and cash balances, trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the transaction price 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, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
 
Page 19

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Financial instruments (continued)


Financial assets and liabilities are offset and the net amount reported in the 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 the asset and settle the liability simultaneously.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

No significant judgements have been made by management in preparing these financial statements.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have the greatest level of uncertainty are addressed below:
(i) Stock provisioning
When calculating the stock provision, management considers the nature and conditions of the inventory, as well as applying assumptions around saleability of stock. The carrying value of stock after making such a provision was £9,451,262 (2022: £9,317,238).
(ii) Manchester site closure provisioning
When calculating the Manchester site closure provision, management considers the potential future costs based on the previous costs incurred and the remaining term of the lease, as well as applying assumptions around the potential increases in these costs. The remaining provision for costs to be released in the year they relate to was £10,000 (2022: £456,174). 


4.


Profit attributable to shareholders

In accordance with the exemption permitted by Section 408 of the Companies Act 2006, the parent company has not presented its own profit and loss account. The loss for the year dealt with in the accounts of the parent company is £9,842 (2022: NIL)


5.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Turnover
31,898,038
29,328,525


All turnover arose within the United Kingdom.

Page 20

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Other operating income

2023
2022
£
£

Commissions receivable
288,456
222,350



7.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation
178,296
74,304

Other operating lease rentals
269,715
281,418

(Profit) / loss on disposal of tangible fixed assets
366
(6,500)


8.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements
23,000
20,100

Fees payable to the Group's auditors in respect of:

Taxation compliance and other services
9,700
2,500

Page 21

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
2,861,346
2,683,093
-
-

Social security costs
292,600
260,727
-
-

Cost of defined contribution scheme
72,153
63,596
-
-

3,226,099
3,007,416
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Sales
43
40
-
-



Workshop
21
20
-
-



Administration
17
20
3
-

81
80
3
0


10.


Directors' remuneration

Directors' in the year received total remuneration of £180,025 (2022: £204,330) from the Group.





During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.


11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
14,236
14,608

Other loan interest payable
478,788
276,286

Finance leases and hire purchase contracts
13,353
-

Other interest payable
-
3,090

506,377
293,984

Page 22

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
97,596
48,478

Adjustments in respect of previous periods
446
-


Deferred tax


Origination and reversal of timing differences
167,893
(96,594)

Adjustments in respect of prior periods
(588)
-


Tax on profit
265,347
(48,116)

Factors affecting tax charge for the year/period

The tax assessed for the year/period is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 -19%). The differences are explained below:

2023
2022
£
£


Profit before tax
1,052,232
1,306,917


Profit multiplied by standard rate of corporation tax in the UK of 23.5% 
(2022 - 19%)
247,243
248,314

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
7,594
1,122

Adjustments to tax charge in respect of prior periods
(142)
-

Other timing differences leading to an increase (decrease) in taxation
499
(3,671)

Change in rate of tax for deferred tax
10,153
(9,420)

Unrelieved tax losses brought forward
-
(284,461)

Total tax charge for the year/period
265,347
(48,116)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets

Group and Company





Goodwill

£



Cost


At 1 January 2023
125,000



At 31 December 2023

125,000



Amortisation


At 1 January 2023
125,000



At 31 December 2023

125,000



Net book value



At 31 December 2023
-



At 31 December 2022
-



All of the Group's intangible fixed assets are held in the subsidiary Company

Page 24

 


 
ROCHMA HOLDINGS LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023


14.


Tangible fixed assets


Group





Freehold property
Short-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£
£



Cost


At 1 January 2023
-
503,581
59,964
239,655
392,409
406,992
1,602,601


Additions
985,905
66,181
3,576
455,198
2,327
18,513
1,531,700


Disposals
-
-
-
(125,398)
-
-
(125,398)



At 31 December 2023

985,905
569,762
63,540
569,455
394,736
425,505
3,008,903



Depreciation


At 1 January 2023
-
171,566
58,131
234,066
290,504
392,186
1,146,453


Charge for the year on owned assets
19,718
48,673
960
42,788
51,320
14,837
178,296


Disposals
-
-
-
(124,198)
-
-
(124,198)



At 31 December 2023

19,718
220,239
59,091
152,656
341,824
407,023
1,200,551



Net book value



At 31 December 2023
966,187
349,523
4,449
416,799
52,912
18,482
1,808,352



At 31 December 2022
-
332,015
1,833
5,589
101,905
14,806
456,148

Page 25

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           14.Tangible fixed assets (continued)




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Freehold
966,187
-

Short leasehold
349,523
332,015

1,315,710
332,015



Company






Freehold property

£

Cost or valuation


Additions
985,905



At 31 December 2023

985,905



Depreciation


Charge for the year on owned assets
19,718



At 31 December 2023

19,718



Net book value



At 31 December 2023
966,187






Page 26

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


Additions
300



At 31 December 2023
300





16.


Stocks

Group
Group
2023
2022
£
£

Motorcycles, clothing, accessories & parts
9,451,262
9,317,238



17.


Debtors

Group
Group
2023
2022
£
£


Trade debtors
421,002
222,573

Other debtors
22,617
27,175

Prepayments and accrued income
127,514
137,636

Deferred taxation
-
39,248

571,133
426,632


Page 27

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank overdrafts
2,867
70,564
-
-

Bank loans
56,000
56,000
-
-

Trade creditors
5,546,552
4,546,128
126
-

Amounts owed to group undertakings
-
-
963,274
-

Corporation tax
97,596
48,478
7,693
-

Other taxation and social security
73,967
67,176
4,722
-

Obligations under finance lease and hire purchase contracts
100,439
-
-
-

Other creditors
3,865,498
3,723,495
-
-

Accruals and deferred income
654,267
1,308,660
6,000
-

10,397,186
9,820,501
981,815
-


Secured creditors
Trade creditors includes an amount of £3,386,897 (2022: £3,111,494) which is secured against stock. Other creditors includes an amount of £ 3,765,651 (2022: £3,623,827) which is secured against stock.  
The bank borrowings are secured by a floating charge over the Company's assets and a personal guarantee from the directors limited to £700,000.


19.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loans
51,333
107,333

Net obligations under finance leases and hire purchase contracts
265,147
-

316,480
107,333




Page 28

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loans
56,000
56,000

Amounts falling due 1-2 years

Bank loans
51,333
56,000

Amounts falling due 2-5 years

Bank loans
-
51,333


107,333
163,333



21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2023
2022
£
£

Within one year
100,439
-

Between 1-5 years
265,147
-

365,586
-


22.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
(39,248)
57,346


Charged to profit or loss
167,305
(96,594)



At end of year
128,057
(39,248)

Page 29

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
22.Deferred taxation (continued)

Company


2023
2022






At end of year
-
-
The deferred taxation balance is made up as follows:

Group
Group
2023
2022
£
£

Accelerated capital allowances
132,070
75,721

Provisions
(4,013)
(114,969)

128,057
(39,248)


23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



300 (2022 - 300) Ordinary shares of £1.00 each
300
300



24.


Reserves

Merger Reserve

The reserve records the balance generated on the consolidation of the subsidiary Company into the parent Company using merger accounting.

Profit and loss account

This reserve records all current and prior period retained profits and losses, and is considered to be distributable.


25.


Pension commitments

The Group operates a defined contributions benefit 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 £72,153 (2022: £63,596). Contributions totalling £16,089 (2022: £15,172) were payable to the fund at the balance sheet date and are included in creditors.

Page 30

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

26.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
153,693
227,691

Later than 1 year and not later than 5 years
563,672
682,365

Later than 5 years
256,667
366,667

974,032
1,276,723

27.


Related party transactions

The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
Key management personnel compensation for the Group was £200,047 (2022: £222,763). In addition, close family members of the directors were paid a total of £193,239 (2022: £187,427). 
During the year, the Group made purchases totalling £773,101 (2022: £1,927,326) and sales totalling £557,208 (2022: £879,627) to entities which are related by way of common control. Included within trade creditors is an amount of £560,600 (2022: £12,288) which remains outstanding. In addition, an amount of £87,005 (2022: £40,115) was paid to a company owned by a director during the year for consultancy services. The amount outstanding to this company at the end of the year was £263,662 (2022: £178,204).


28.


Controlling party

The Group is controlled by the directors who all own an equal share of the Group.

Page 31

 
ROCHMA HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

29.



Subsidiary undertaking





The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

CMC Chesterfield Limited
Derwent Buildings, High Street, Clay Cross, Chesterfield, S45 9DP
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

CMC Chesterfield Limited
1,074,439
793,893

Page 32