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Registration number: 11000891

Rock Compliance Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 March 2024

 

Rock Compliance Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 5

Directors' Report

6

Statement of Directors' Responsibilities

7

Independent Auditor's Report

8 to 11

Consolidated Profit and Loss Account

12

Consolidated Statement of Comprehensive Income

13

Consolidated Balance Sheet

14

Statement of Financial Position

15

Consolidated Statement of Changes in Equity

16

Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Statement of Cash Flows

19

Notes to the Financial Statements

20 to 38

 

Rock Compliance Holdings Limited

Company Information

Directors

Mr William Hazell-Smith

Mr Joshua Segal

Mr Mark Taylor

Registered office

102 Crawford Street
LONDON
W1H 2HR

Auditors

Morris & Young, Statutory Auditor
Chartered Accountants
6 Atholl Crescent
Perth
PH1 5JN

 

Rock Compliance Holdings Limited

Strategic Report for the Year Ended 31 March 2024

The directors present their strategic report for the year ended 31 March 2024.

Principal activity

The principal activity of the group is to deliver services to the compliance market, with fundamental principles: in minimising risk, delivering compliance and making it simple for their clients. These services are within the air and water sectors.

Fair review of the business

During the period under review to 31st March 2024, the Board focussed on the continued delivery of phase 3 of their acquisition strategy to create a national platform.

Rock Compliance Holdings Limited's strategy is to acquire the best regional players and integrate them into one national platform, embracing the can-do culture of the acquired companies’ roots.

Future Developments

The group's key financial and other performance indicators during the year were as follows:

 

Unit

2024

2023

Sales

£

20,338,054

20,309,531

EBITDA

£

205,594

(206,584)

EBITDA (excluding exceptional costs)

£

479,523

667,379

Having previously taken the best regional players, the acquired businesses, and integrated them into one national platform as part of Phase 1 (The Buy & Onboarding Phase), we then completed Phase 2 of our plan (Standardisation). This was to ensure that wherever in the country our service was delivered it was delivered to the same high quality standard through uniform processes. We need to have the best operational delivery in our sector to achieve our vision to be The Best National Provider.

In 2023/24 we implemented Phase 3 (Optimisation) with the goal of making everything that we have built simpler and smarter. This will eventually enable us to expand into new compliance offerings using the same uniform processes and systems.

Our people are central to the success of our business. Team Rock stands for a spirit that is driven by a belief that we can create innovative solutions to our clients’ problems and create a service offering that is better than our competition.

Our sales teams are sharing our message of Minimising Risk, Delivering Compliance and Keeping It Simple. We are finding that potential new clients are responding positively to this approach, and we are seen as a fresh proposition in a rather traditional market. There are very few competitors in our markets that can provide a truly uniform national offering.

2024 has seen us move forward significantly to our goal to establish ourselves as the Best Place To Work, the Best National Provider and the Most Successful In Our Sector.

 

Rock Compliance Holdings Limited

Strategic Report for the Year Ended 31 March 2024

Principal risks and uncertainties

Market Awareness

Macroeconomic Market
We closely monitor all activity in the markets in which we operate, keeping watch, in particular, on changes in the macroeconomic environment. Our view of the UK compliance market remains unchanged over the past year: the fundamentals remain strong, and the demand versus supply dynamics provides significant comfort due to compliance being a mandatory requirement.

Brexit
In common with other companies in our industry, and indeed with other sectors, a consequence of Brexit has been the availability of labour. The group is no different to our competitors in this regard and is working hard to retain skills and labour, and to attract and train new labour.

Assessment of viability
Our Risk Plan is subject to differing scenarios to assess those risks and quantify their impact on Rock Compliance Holdings Limited. The most significant risk is the shortage of skilled labour and the ability to recruit.

The group has a detailed mitigation plan for a skilled labour shortage under the following headings:

People
• Sustain flexible and remote working arrangements;
• Establish our internal School of Rock designed to train employees to the specific standard required;
• Assess the sufficiency of employee compensation packages to ensure retention of skilled labour;
• Perform regular employee surveys to ensure high levels of satisfaction.

We recognise the importance of having engaged employees within our business. We support their progress and development through structured careers and training through the School of Rock. During the pandemic we have supported flexible and remote working arrangements and performed regular employee surveys to ensure high levels of satisfaction as well as assessing the sufficiency of employee compensation packages to ensure retention of skilled labour.

Protect Business Continuity
• Keep trading mindset;
• Keep customer appraised of goods and services;
• Stay in contact with suppliers to ensure continuity of supply;
• Review terms and conditions on commercial relationships;
• Develop and test continuity scenarios.

Build And Secure Liquidity
• Bring cash and debt under central control and increased rigour;
• Build portfolio of cash improvement projects;
• Manage liquidity impact of disruption between finance and operations;
• Tighten controls around customer exposure and collections.

Engage Stakeholders
• A cross functional response team to address emerging challenges;
• Understand critical stakeholders priorities.

 

Rock Compliance Holdings Limited

Strategic Report for the Year Ended 31 March 2024

It should be noted that the compliance services that Rock Compliance Holdings Limited provide are mandatory, under a number of regulations concerning air quality and the control of legionella. This acts to mitigate Rock Compliance Holdings Limited from revenue reductions.

Going Concern

After due consideration of the impact on the group of the loss incurred during the year ending 31 March 2024, and as a result of the work undertaken above to support the Risk Plan, the Directors consider it appropriate to prepare the financial statements on a going concern basis, which is further explained at Note 2.

Section 172(1) statement

This section of the Strategic Report describes how the Directors have had regard to the matters set out in section 172 (1) (a) to (f), and forms the Directors’ statement required under section 414CZA of the Companies Act 2006.

The Directors recognise that the long-term success of the group is dependent on having regard to the interests of its stakeholders. The Board has identified and documented its key stakeholders which include its shareholders, investors, employees, clients, suppliers and the wider community and the environment. Stakeholder engagement is considered a part of the decision making process of the Board.

The Board recognises the importance of engaging with stakeholders, understanding their views, and interests in order to run a successful company over the long-term. Dialogue with stakeholders can help the Board to understand significant changes in the landscape, predict future trends, and to develop strategy that is aligned to stakeholder interests.

Shareholders:
The Board is responsible to its shareholders for the long-term success of the group. There are open channels of communication between the group and its shareholders.

Investors:
The Board recognises that the ongoing support of their investors is critical to the success of the group.

Employees:
The Board recognises the importance of a strong relationship with its employees. Motivated employees bring success to the group.

Clients:
The Board recognises the importance of a strong relationship with its clients by providing the services that they require. Regular contact is maintained with clients through the account manager network.

Suppliers:
There are a number of key suppliers that provide good and services to the group. Through professional procurement activity Rock addresses both risks and opportunities within the supply chain

Community and Environment:
The Directors acknowledge the requirement to consider Community and Environment. It is critical to all involved that the confidence of the investor community is maintained. The environment in which the group operates is one where trust and confidence are essential, and the Board recognise this in all decision making.

 

Rock Compliance Holdings Limited

Strategic Report for the Year Ended 31 March 2024

Research and Development

We regularly engage in Research & Development in order to enhance our business and also the businesses of our clients. These include the design and development of innovative new IT platforms for our clients or the development of our own systems for our operational or customer relationship management delivery or for enhancing our employee experience. We also engage in R&D to improve our water hygiene, water treatment and air offerings across all of our client market sectors.

Non-financial information

Equality and Diversity Statement

The group has an inclusive environment that is based on the selection and retention of its employees on the basis of individual ability and achievement, where all employees can develop their full potential. This positive approach to promoting diversity is a key element of its strategy for success as an inclusive employer.

The group understands the importance of its most valuable assets - its employees, customers and stakeholders and continues to work towards ensuring that equality of opportunity is embedded within policies, practices and procedures. It endeavours to ensure that no employees, customers, contractors and/or visitors suffer any discrimination, nor are they disadvantaged because of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, sexual orientation or any other prejudice identified in Statutory Legislation.

Approved and authorised by the Board on 22 January 2025 and signed on its behalf by:
 

.........................................
Mr William Hazell-Smith
Director

 

Rock Compliance Holdings Limited

Directors' Report for the Year Ended 31 March 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Directors of the group

The directors who held office during the year were as follows:

Mr William Hazell-Smith

Mr Joshua Segal

Mr Colin Perry-Davis (resigned 6 December 2024)

The following director was appointed after the year end:

Mr Mark Taylor (appointed 7 December 2024)

Going concern

After due consideration of the impact on the company of the loss incurred during the year ended 31 March 2024 due to its continued integration and growth strategy, the directors believe the company is well placed to manage its risks in the foreseeable future and have done so by securing additional shareholder debt of £0.8m in the group post year-end (with further funds committed should they be required), implementing further cost cutting measures and a number of recent wins of large contracts worth over an estimated £2.5m per annum of revenue. The directors are fully focussed on the sustainability of the business and are exploring multiple options with expected positive outcomes to preserve the going concern status of the group. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 22 January 2025 and signed on its behalf by:
 

.........................................
Mr William Hazell-Smith
Director

 

Rock Compliance Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report 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 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 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; and

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the compny 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Rock Compliance Holdings Limited

Independent Auditor's Report to the Members of Rock Compliance Holdings Limited

Opinion

We have audited the financial statements of Rock Compliance Holdings Limited (the 'parent company') for the year ended 31 March 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Statement of Financial Position, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, 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 the parent company's affairs as at 31 March 2024 and of the group's loss for the year then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor 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 director's 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

Rock Compliance Holdings Limited

Independent Auditor's Report to the Members of Rock Compliance Holdings Limited

We have nothing to report in this regard.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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 7, 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 and 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 to do so.

Auditor 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 auditor’s 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 financial statements.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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:

 

Rock Compliance Holdings Limited

Independent Auditor's Report to the Members of Rock Compliance Holdings Limited

- the nature of the industry, control environment and understanding of the group including the group structure and nature of transactions with subsidiaries;
- results of our enquiries of directors about their own identification and assessment of the risks of irregularities;
- any matters we identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
 

As a result of these procedures, we considered the opportunities that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006 and UK tax legislation.

Our procedures to respond to risks identified included the following:

- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of directors and other relevant parties concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- tested a sample of income for understatement. Cut-off procedures were also performed while consideration was also given to revenue recognition accounting policies;
- tested a sample of expenditure for overstatement. Cut-off procedures were also performed.
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journals and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations.

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 auditor's report.

 

Rock Compliance Holdings Limited

Independent Auditor's Report to the Members of Rock Compliance Holdings Limited

Use of our report
This report is made solely to the group and parent 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 group and parent company's members those matters we are required to state to them in an auditor’s 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 group and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

......................................
Alexander Fyfe, M.A.A.T., C.A., DChA (Senior Statutory Auditor)
For and on behalf of Morris & Young, Statutory Auditor

Chartered Accountants
6 Atholl Crescent
Perth
PH1 5JN

24 January 2025

 

Rock Compliance Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 March 2024

Note

2024
£

2023
£

Turnover

3

20,338,054

20,309,531

Cost of sales

 

(9,877,223)

(11,386,439)

Gross profit

 

10,460,831

8,923,092

Administrative expenses

 

(10,706,034)

(9,221,740)

Exceptional costs

(273,929)

(873,962)

Operating loss

5

(519,132)

(1,172,610)

Other interest receivable and similar income

6

3,604

814

Interest payable and similar expenses

7

(809,491)

(463,217)

   

(805,887)

(462,403)

Loss before tax

 

(1,325,019)

(1,635,013)

Tax on loss

12

153,882

138,708

Loss for the financial year

 

(1,171,137)

(1,496,305)

Profit/(loss) attributable to:

 

Owners of the company

 

(1,171,137)

(1,496,305)

The above results were derived from continuing operations.

The group has no recognised gains or losses for the year other than the results above.

 

Rock Compliance Holdings Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 March 2024

2024
£

2023
£

Loss for the year

(1,171,137)

(1,496,305)

Total comprehensive income for the year

(1,171,137)

(1,496,305)

Total comprehensive income attributable to:

Owners of the company

(1,171,137)

(1,496,305)

 

Rock Compliance Holdings Limited

(Registration number: 11000891)
Consolidated Balance Sheet as at 31 March 2024

Note

2024
£

2023
£

Fixed assets

 

Intangible assets

13

3,870,725

4,113,515

Tangible assets

14

620,360

759,584

 

4,491,085

4,873,099

Current assets

 

Stocks

16

509,605

501,125

Debtors

17

5,694,631

5,517,657

Cash at bank and in hand

 

398,707

377,327

 

6,602,943

6,396,109

Creditors: Amounts falling due within one year

19

(4,962,033)

(4,887,455)

Net current assets

 

1,640,910

1,508,654

Total assets less current liabilities

 

6,131,995

6,381,753

Creditors: Amounts falling due after more than one year

19

(5,555,064)

(4,633,649)

Net assets

 

576,931

1,748,104

Capital and reserves

 

Called up share capital

22

3,357

3,393

Share premium reserve

23

4,267,471

4,267,471

Capital redemption reserve

23

289,504

289,504

Profit and loss account

23

(3,983,401)

(2,812,264)

Equity attributable to owners of the company

 

576,931

1,748,104

Total equity

 

576,931

1,748,104

Approved and authorised by the Board on 22 January 2025 and signed on its behalf by:
 

.........................................
Mr William Hazell-Smith
Director

   
     
 

Rock Compliance Holdings Limited

(Registration number: 11000891)
Statement of Financial Position as at 31 March 2024

Note

2024
£

2023
£

Fixed assets

 

Investments

15

9,315,038

9,477,157

Current assets

 

Debtors

17

707,499

3,813,831

Cash at bank and in hand

 

137,992

154,119

 

845,491

3,967,950

Creditors: Amounts falling due within one year

19

(1,585,093)

(1,749,531)

Net current (liabilities)/assets

 

(739,602)

2,218,419

Total assets less current liabilities

 

8,575,436

11,695,576

Creditors: Amounts falling due after more than one year

19

(5,412,926)

(4,348,459)

Net assets

 

3,162,510

7,347,117

Capital and reserves

 

Called up share capital

22

3,357

3,393

Share premium reserve

3,833,107

3,833,107

Retained earnings

(673,954)

3,510,617

Shareholders' funds

 

3,162,510

7,347,117

No profit and loss account is presented for the company as permitted by Section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £4,184,571 (2023 - profit of £279,798).

Approved and authorised by the Board on 22 January 2025 and signed on its behalf by:
 

.........................................
Mr William Hazell-Smith
Director

 

Rock Compliance Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 March 2024
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital redemption reserve
£

Subscriptions received in advance
£

Retained earnings
£

Total
£

Total equity
£

At 1 April 2023

3,393

4,267,471

289,504

-

(2,812,264)

1,748,104

1,748,104

Loss for the year

-

-

-

-

(1,171,137)

(1,171,137)

(1,171,137)

Purchase of own share capital

(36)

-

-

-

-

(36)

(36)

At 31 March 2024

3,357

4,267,471

289,504

-

(3,983,401)

576,931

576,931

Share capital
£

Share premium
£

Capital redemption reserve
£

Subscriptions received in advance
£

Retained earnings
£

Total
£

Total equity
£

At 1 April 2022

3,168

2,976,196

289,504

1,104,000

(1,315,959)

3,056,909

3,056,909

Loss for the year

-

-

-

-

(1,496,305)

(1,496,305)

(1,496,305)

New share capital subscribed

225

187,275

-

-

-

187,500

187,500

Other share premium reserve movements

-

1,104,000

-

-

-

1,104,000

1,104,000

Other movements on reserves

-

-

-

(1,104,000)

-

(1,104,000)

(1,104,000)

At 31 March 2023

3,393

4,267,471

289,504

-

(2,812,264)

1,748,104

1,748,104

 

Rock Compliance Holdings Limited

Statement of Changes in Equity for the Year Ended 31 March 2024

Share capital
£

Share premium
£

Subscriptions received in advance
£

Retained earnings
£

Total
£

At 1 April 2023

3,393

3,833,107

-

3,510,617

7,347,117

Loss for the year

-

-

-

(4,184,571)

(4,184,571)

Purchase of own share capital

(36)

-

-

-

(36)

At 31 March 2024

3,357

3,833,107

-

(673,954)

3,162,510

Share capital
£

Share premium
£

Subscriptions received in advance
£

Retained earnings
£

Total
£

At 1 April 2022

3,168

2,541,832

1,104,000

3,230,818

6,879,818

Profit for the year

-

-

-

279,798

279,798

New share capital subscribed

225

187,275

-

-

187,500

Other share premium reserve movements

-

1,104,000

-

-

1,104,000

Other movements on reserves

-

-

(1,104,000)

-

(1,104,000)

At 31 March 2023

3,393

3,833,107

-

3,510,616

7,347,116

 

Rock Compliance Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 31 March 2024

Note

2024
£

2023
£

Cash flows from operating activities

Loss for the year

 

(1,171,137)

(1,496,305)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

816,117

1,035,782

Profit on disposal of tangible assets

4

(91,392)

(69,756)

Finance income

6

(3,604)

(814)

Finance costs

7

809,491

463,217

Income tax expense

12

(153,882)

(138,708)

 

205,593

(206,584)

Working capital adjustments

 

(Increase)/decrease in stocks

16

(8,480)

4,667

Increase in trade debtors

17

(176,974)

(933,620)

Increase in trade creditors

19

1,829,211

2,099,225

Cash generated from operations

 

1,849,350

963,688

Income taxes received

12

90,108

46,344

Net cash flow from operating activities

 

1,939,458

1,010,032

Cash flows from investing activities

 

Interest received

3,604

814

Acquisitions of tangible assets

(174,018)

(601,344)

Proceeds from sale of tangible assets

 

-

21,153

Acquisition of intangible assets

13

(424,990)

(407,394)

Acquisition of subsidiaries

 

162,119

419,680

Cash receipts from repayment of loans, classified as investing activities

 

-

(975,126)

Net cash flows from investing activities

 

(433,285)

(1,542,217)

Cash flows from financing activities

 

Interest paid

7

(809,491)

(463,217)

Proceeds from issue of ordinary shares, net of issue costs

 

-

187,500

Repayment of bank borrowings

 

(500,000)

(500,000)

Repayment of other borrowing

 

(36,612)

(33,702)

Payments to finance lease creditors

 

(138,690)

223,789

Net cash flows from financing activities

 

(1,484,793)

(585,630)

Net increase/(decrease) in cash and cash equivalents

 

21,380

(1,117,815)

Cash and cash equivalents at 1 April

 

377,327

1,495,142

Cash and cash equivalents at 31 March

 

398,707

377,327

 

Rock Compliance Holdings Limited

Statement of Cash Flows for the Year Ended 31 March 2024

Note

2024
£

2023
£

Cash flows from operating activities

(Loss)/profit for the year

 

(4,184,571)

279,798

Adjustments to cash flows from non-cash items

 

Finance income

(3,338)

(663,573)

Finance costs

685,108

407,446

 

(3,502,801)

23,671

Working capital adjustments

 

Decrease/(increase) in trade debtors

17

3,106,332

(1,508,389)

Increase in trade creditors

19

1,399,993

1,553,089

Net cash flow from operating activities

 

1,003,524

68,371

Cash flows from investing activities

 

Interest received

3,338

663,573

Acquisition of subsidiaries

15

162,119

(975,126)

Net cash flows from investing activities

 

165,457

(311,553)

Cash flows from financing activities

 

Interest paid

(685,108)

(407,446)

Proceeds from issue of ordinary shares, net of issue costs

 

-

187,500

Repayment of bank borrowings

 

(500,000)

(500,000)

Net cash flows from financing activities

 

(1,185,108)

(719,946)

Net decrease in cash and cash equivalents

 

(16,127)

(963,128)

Cash and cash equivalents at 1 April

 

154,119

1,117,244

Cash and cash equivalents at 31 March

 

137,992

154,116

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

1

General information

The company is a private company limited by share capital, incorporated in England.

The address of its registered office is:
102 Crawford Street
LONDON
W1H 2HR

These financial statements were authorised for issue by the Board on 22 January 2025.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The financial statements are presented in sterling (£) and rounded to the nearest £1.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 March 2024.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full. Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After due consideration of the impact on the company of the loss incurred during the year ended 31 March 2024 due to its continued integration and growth strategy, the directors believe the company is well placed to manage its risks in the foreseeable future and have done so by securing additional shareholder debt of £0.8m in the group post year-end (with further funds committed should they be required), implementing further cost cutting measures and a number of recent wins of large contracts worth over an estimated £2.5m per annum of revenue. The directors are fully focussed on the sustainability of the business and are exploring multiple options with expected positive outcomes to preserve the going concern status of the group. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

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

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and buildings

25% straight line

Plant and machinery

25% straight line

Furniture, fittings & equipment

15% straight line

Office equipment

25% straight line

Motor vehicles

25% straight line

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Over 10 and 20 years

Internally generated software

10% straight line

Innovation/learning development

20% straight line

Investments

Investments held in subsidiary companies are stated at cost.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and bank deposits.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.


3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

2024
£

2023
£

Rendering of services

20,338,054

20,309,531

4

Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

2024
£

2023
£

Gain on disposal of tangible assets

91,392

69,756

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

5

Operating loss

Arrived at after charging/(crediting)

2024
£

2023
£

Depreciation expense

310,455

418,505

Amortisation expense

505,662

617,277

Operating lease expense - plant and machinery

29,225

37,338

Profit on disposal of property, plant and equipment

(91,392)

(69,756)

6

Other interest receivable and similar income

2024
£

2023
£

Interest income on bank deposits

3,604

814

7

Interest payable and similar expenses

2024
£

2023
£

Interest on bank overdrafts and borrowings

670,666

403,775

Interest on obligations under finance leases and hire purchase contracts

25,832

44,819

Interest expense on other finance liabilities

112,993

14,623

809,491

463,217

8

Exceptional costs

A Group reconstruction took place on 31 August 2021 and 31 August 2022. The accounts include non-recurring, exceptional costs of £180,898 (2023: £808,184) in relation to the restructuring.

The accounts also include non-recurring, exceptional costs of £79,081 (2023: £63,561) in relation to Acquisitions & Financing, and £13,950 (2023: £2,216) in relation to Non-operating costs.

 

9

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2024
£

2023
£

Wages and salaries

10,728,805

10,324,660

Social security costs

1,106,203

1,226,668

Other short-term employee benefits

2,810

19,545

Pension costs, defined contribution scheme

226,059

227,938

Other employee expense

200,919

205,952

12,264,796

12,004,763

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2024
No.

2023
No.

Production

184

202

Administration and support

108

78

Other departments

13

32

305

312

10

Directors' remuneration

The directors' remuneration for the year was as follows:

2024
£

2023
£

Remuneration

244,200

269,200

During the year the number of directors who were receiving benefits and share incentives was as follows:

2024
No.

2023
No.

Accruing benefits under money purchase pension scheme

2

2

11

Auditors' remuneration

2024
£

2023
£

Audit of these financial statements

3,200

3,200

Audit of the financial statements of the subsidiaries of the company

3,200

3,200

6,400

6,400


 

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

12

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2024
£

2023
£

Current taxation

UK corporation tax

(126,528)

(59,198)

Deferred taxation

Arising from origination and reversal of timing differences

(27,354)

(79,510)

Tax receipt in the income statement

(153,882)

(138,708)

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 19% (2023 - 19%).

The differences are reconciled below:

2024
£

2023
£

Loss before tax

(1,325,019)

(1,635,013)

Corporation tax at standard rate

-

-

Effect of tax losses

(53,322)

(115,300)

Tax increase from effect of capital allowances and depreciation

25,968

35,790

Research & Development tax credit

(126,528)

(59,198)

Total tax credit

(153,882)

(138,708)

Deferred tax

Group

Deferred tax assets and liabilities

2024

Asset
£

Accelerated tax depreciation

117,868

Tax losses

(169,357)

(51,489)

2023

Asset
£

Accelerated tax depreciation

144,321

Tax losses

(168,456)

(24,135)

The amount of the net reversal of deferred tax assets and deferred tax liabilities expected to occur during the year beginning after the reporting period is £(51,489) (2023 - £(24,135)).

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

13

Intangible assets

Group

Goodwill
 £

Internally generated software development costs
 £

Other intangible assets
 £

Total
£

Cost or valuation

At 1 April 2023

4,050,718

570,465

180,381

4,801,564

Additions

-

413,888

11,102

424,990

Disposals

(162,119)

-

-

(162,119)

At 31 March 2024

3,888,599

984,353

191,483

5,064,435

Amortisation

At 1 April 2023

595,253

53,101

39,694

688,048

Amortisation charge

388,767

79,118

37,777

505,662

At 31 March 2024

984,020

132,219

77,471

1,193,710

Carrying amount

At 31 March 2024

2,904,579

852,134

114,012

3,870,725

At 31 March 2023

3,455,464

517,364

140,687

4,113,515

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

14

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Motor vehicles
 £

Total
£

Cost or valuation

At 1 April 2023

28,087

1,056,778

1,919,176

3,004,041

Impairment

-

-

(618,293)

(618,293)

Additions

-

174,018

-

174,018

At 31 March 2024

28,087

1,230,796

1,300,883

2,559,766

Depreciation

At 1 April 2023

28,087

728,808

1,487,562

2,244,457

Charge for the year

-

130,620

179,836

310,456

Impairment

-

-

(615,507)

(615,507)

At 31 March 2024

28,087

859,428

1,051,891

1,939,406

Carrying amount

At 31 March 2024

-

371,368

248,992

620,360

At 31 March 2023

-

327,970

431,614

759,584

15

Investments

Company

2024
£

2023
£

Investments in subsidiaries

9,315,038

9,477,157

Subsidiaries

£

Cost or valuation

At 1 April 2023

9,477,157

Disposals

(162,119)

At 31 March 2024

9,315,038

Carrying amount

At 31 March 2024

9,315,038

At 31 March 2023

9,477,157

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2024

2023

Subsidiary undertakings

Rock Compliance Limited

England and Wales

Ordinary

100%

100%

3C Environmental Technology Ltd

England and Wales

Ordinary

100%

100%

Eplus Global Limited

England and Wales

Ordinary

100%

100%

Western Environmental Limited

England and Wales

Ordinary

100%

100%

ACP Water Treatment Ltd

England and Wales

Ordinary

100%

100%

Aston Environmental Services Limited

England and Wales

Ordinary

100%

100%

Chemtech Consultancy Limited

Scotland

Ordinary

100%

100%

Glisten Water Limited

England and Wales

Ordinary

100%

100%

The principal activity of Rock Compliance Limited is to deliver services to the compliance market. All of the other subsidiaries are dormant companies.
 

16

Stocks

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Other stock

509,605

501,125

-

-

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

17

Debtors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Trade debtors

 

3,341,160

3,775,387

-

-

Amounts owed by related parties

28

-

-

703,399

3,813,731

Other debtors

 

75,983

165,020

100

100

Prepayments

 

721,170

169,303

4,000

-

Accrued income

 

1,504,829

1,383,812

-

-

Deferred tax assets

12

51,489

24,135

-

-

 

5,694,631

5,517,657

707,499

3,813,831

18

Cash and cash equivalents

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Cash on hand

-

432

-

-

Cash at bank

398,707

376,655

137,993

154,119

Short-term deposits

-

240

-

-

398,707

377,327

137,993

154,119

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

19

Creditors

   

Group

Company

Note

2024
£

2023
£

2024
£

2023
£

Due within one year

 

Loans and borrowings

24

652,920

685,173

500,000

500,000

Trade creditors

 

1,786,775

1,257,049

6,120

7,838

Amounts due to related parties

28

62,889

25,357

62,889

25,357

Social security and other taxes

 

1,089,637

1,256,015

16,105

18,586

Outstanding defined contribution pension costs

 

72,181

55,954

-

-

Other payables

 

1,015,709

1,195,403

993,979

1,182,280

Accruals

 

144,849

144,831

6,000

15,470

Income tax liability

12

137,073

267,673

-

-

 

4,962,033

4,887,455

1,585,093

1,749,531

Due after one year

 

Loans and borrowings

24

2,467,138

3,110,190

2,325,000

2,825,000

Other non-current financial liabilities

 

3,087,926

1,523,459

3,087,926

1,523,459

 

5,555,064

4,633,649

5,412,926

4,348,459

20

Provisions for liabilities

Group

Deferred tax asset
£

Total
£

At 1 April 2023

(24,135)

(24,135)

Additional provisions

(27,354)

(27,354)

At 31 March 2024

(51,489)

(51,489)

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

21

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £226,059 (2023 - £227,938).

Contributions totalling £72,181 (2023 - £55,954) were payable to the scheme at the end of the year and are included in creditors.

22

Share capital

Alloted, called up and fully paid shares

2024

2023

No.

£

No

£

Ordinary A Shares of £1 each

2,347

2,347

2,383

2,383

Ordinary B Shares of £1 each

500

500

500

500

Ordinary D Shares of £1 each

500

500

500

500

Ordinary F Shares of £1 each

10

10

10

10

3,357

3,357

3,393

3,393

Rights, preferences and restrictions

Ordinary A Shares have the following rights, preferences and restrictions:
1. Rights to dividends and distributions subject to certain rights of other classes of shares.
2. Together with the C Ordinary Shares, rights to capital distributions comprising 100% of the realisation value (as defined in the Articles) up to the hurdle amount, 20% from the hurdle amount to the catch-up amount and 80% in excess of the catch-up amount.
3. Full voting rights.
4. No rights of redemption.

Ordinary B Shares have the following rights, preferences and restrictions:
1. Rights to dividends and distributions subject to certain rights of other classes of shares.
2. Rights to capital distributions comprising 80% from the hurdle amount to the catch-up amount and 20% in excess of the catch-up amount.
3. Full voting rights.
4. No rights of redemption.

Ordinary D Shares have the following rights, preferences and restrictions:
1. Rights to dividends and distributions subject to certain rights of other classes of shares.
2. Entitled as A Class to the D Share proportion of the amounts to be distributed to the holders of A Ordinary Shares and C Ordinary Shares as as defined in the Articles.
3. Entitled to such number of votes as is equal to the D Share proportion of the total votes conferred on the holders.
4. No rights of redemption.

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Ordinary F Shares have the following rights, preferences and restrictions:
1. Rights to dividends and distributions subject to certain rights of other classes of shares and the consent of the founder director.
2. Right to the F share capital sum to be deducted from the non-B Share proportion as defined in the Articles.
3. Entitled to such number of votes as is equal to not less than 0.5% of the total votes on any resolution at a general meeting.
4. No rights of redemption.

23

Reserves

Group

Called up share capital

Represents the nominal value of the shares issued.

Share premium reserve

Represents the premium value of the shares issued.

Profit and loss account

Includes current period retained profits and losses.

Capital redemption reserve

Represents the value transferred following the redemption or purchase of own shares.

Subscriptions received in advance

Value of subscriptions received in advance.

Company

Called up share capital

Represents the nominal value of the shares issued.

Share premium reserve

Represents the premium value of the shares issued.

Profit and loss account

Includes current period retained profits and losses.

Subscriptions received in advance

Value of subscriptions received in advance.

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

24

Loans and borrowings

Non-current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

2,325,000

2,825,000

2,325,000

2,825,000

Finance lease liabilities

127,760

240,024

-

-

Other borrowings

14,378

45,166

-

-

2,467,138

3,110,190

2,325,000

2,825,000

Current loans and borrowings

 

Group

Company

2024
£

2023
£

2024
£

2023
£

Bank borrowings

500,000

500,000

500,000

500,000

Finance lease liabilities

122,952

149,378

-

-

Other borrowings

29,968

35,795

-

-

652,920

685,173

500,000

500,000

Company

During the year ended 31 March 2022, the company received funding from Shawbrook Bank Limited. The balance due at 31 March 2024 was £2,825,000 (2023: £3,325,000).

Group

The other borrowings due at 31 March 2024 represent loans due to Funding Circle. The interest rate is 8.9% per annum with the final repayment due in April 2024 and September 2025.

Finance lease liabilities are secured over the assets to which they relate.

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

25

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2024
£

2023
£

Not later than one year

196,997

49,210

Later than one year and not later than five years

140,051

110,855

Later than five years

-

39,000

337,048

199,065

The amount of non-cancellable operating lease payments recognised as an expense during the year was £247,453 (2023 - £210,122).

26

Contingent liabilities

Group

The group has given a guarantee in respect of the bank borrowings of the parent company, which amounted to £2,825,000 at 31 March 2024 (2023: £3,325,000). The guarantee is secured by a charge on the group's assets.

The group has also given a guarantee in respect of the issue of loan notes by the parent company, which amounts to £3,087,926 at 31 March 2024 (2023: £1,523,459). The guarantee is secured by a fixed and floating charge over the company's assets, subject to the terms of an Intercreditor Agreement.

27

Analysis of changes in net debt

Group

At 1 April 2023
£

Financing cash flows
£

At 31 March 2024
£

Cash and cash equivalents

Cash

377,327

19,975

397,302

Borrowings

Long term borrowings

(2,870,166)

530,788

(2,339,378)

Short term borrowings

(535,792)

5,824

(529,968)

Lease liabilities

(389,402)

138,690

(250,712)

(3,795,360)

675,302

(3,120,058)

 

(3,418,033)

695,277

(2,722,756)

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Company

At 1 April 2023
£

Financing cash flows
£

At 31 March 2024
£

Cash and cash equivalents

Cash

154,119

(16,127)

137,992

Borrowings

Long term borrowings

(2,825,000)

500,000

(2,325,000)

Short term borrowings

(500,000)

-

(500,000)

(3,325,000)

500,000

(2,825,000)

 

(3,170,881)

483,873

(2,687,008)

28

Related party transactions

Group

Key management compensation

2024
£

2023
£

Salaries and other short term employee benefits

244,200

269,200

Company

Key management compensation

2024
£

2023
£

Salaries and other short term employee benefits

-

5,519

 

Rock Compliance Holdings Limited

Notes to the Financial Statements for the Year Ended 31 March 2024

Transactions with directors

2024

At 1 April 2023
£

At 31 March 2024
£

Mr William Hazell-Smith

Director's Loan Account

50

50

Mr Joshua Segal

Director's Loan Account

50

50

2023

At 1 April 2022
£

At 31 March 2023
£

Mr William Hazell-Smith

Director's Loan Account

50

50

Mr Joshua Segal

Director's Loan Account

50

50

Summary of transactions with other related parties

The Company has taken advantage of the exemption in FRS 102 "Related Party Disclosures" from disclosing transactions with other members of the Group.

Mornington Partners Limited
 
During the year ended 31 March 2024, Mornington Partners Limited (a company controlled by the Directors) charged Rock Compliance Holdings Limited for consultancy services under normal commercial terms. The total paid during the year was £32,549 (2023: £11,930).

A loan account was also operated between the two companies. At 31 March 2024, the balance due from Rock Compliance Holdings Limited to Mornington Partners Limited was £62,889 (2023: £25,357).

 
Bridgeford Technologies Limited

During the year ended 31 March 2024, Bridgeford Technologies Limited (W Hazell-Smith and J Segal are directors) charged Rock Compliance Limited for services under normal commercial terms. The total paid during the year was £150,518 (2023: £143,218).

At 31 March 2024, the balance due from Rock Compliance Limited to Bridgeford Technologies Limited was £14,204 (2023: £264).

29

Parent and ultimate parent undertaking

The most senior parent entity producing publicly available financial statements is Rock Compliance Holdings Limited. These financial statements are available from Registrar of Companies, Crown Way, Cardiff.