REGISTERED NUMBER: 14033611 (England and Wales) |
Group Strategic Report, Report of the Director and |
Consolidated Financial Statements for the Year Ended 31 July 2024 |
for |
Roche Homecare Limited |
REGISTERED NUMBER: 14033611 (England and Wales) |
Group Strategic Report, Report of the Director and |
Consolidated Financial Statements for the Year Ended 31 July 2024 |
for |
Roche Homecare Limited |
Roche Homecare Limited (Registered number: 14033611) |
Contents of the Consolidated Financial Statements |
for the Year Ended 31 July 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 4 |
Report of the Independent Auditors | 7 |
Consolidated Income Statement | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 14 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 16 |
Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Financial Statements | 19 |
Roche Homecare Limited |
Company Information |
for the Year Ended 31 July 2024 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants & Registered Auditors |
Richmond House |
Lawnswood Business Park |
Redvers Close |
Leeds |
West Yorkshire |
LS16 6QY |
Roche Homecare Limited (Registered number: 14033611) |
Group Strategic Report |
for the Year Ended 31 July 2024 |
The director presents his strategic report of the company and the group for the year ended 31 July 2024. |
REVIEW OF BUSINESS |
The director's review is consistent with the size and nature of the group and is written in the context of the risks and uncertainties faced by the company. |
The director considers the company's key performance indicators are those that communicate the financial performance and strength of the company as a whole, these being: |
Turnover |
Occupancy level |
Fee levels within the care homes |
Staff and agency costs |
Ratings received on the company's care homes from the Care Quality Commission (CQC). |
During the year, turnover has increased from £12.6m in 2023 to £13.4m in 2024. |
Below are further key performance indicators of the Group: |
Gross profit margin: 2024 - 35.11% (2023 - 36.80%) |
Net profit margin: 2024 - 9.51% (2023 - 11.22%) |
Working capital: 2024 - 333.61% (2023 - 287.33%) |
Gearing: 2024 - 6.86% (2023 - 8.50%) |
The director and senior management team regularly assesses the key performance indicators that they use to run and monitor the group including, where appropriate, non-financial indicators. These include turnover per employee, operating profit per employee, earnings per bed and occupancy rates. All these indicators relate to the provision of care. |
In the year fee levels have increased at all the nursing homes. The director has made steps to improve occupancy levels by additional advertising and continued updating of the nursing homes. |
Payroll costs have increased this year inline with the increased turnover. The director continues to monitor both occupancy levels and payroll costs closely, with particular efforts being made to reduce the levels of agency staff and instead employ and train permanent employees. The company is also looking into further initiatives to improve the ongoing cost savings within the business. |
In relation to quality ratings assessed by CQC, the director is pleased to report that in the most recent reviews the care homes were meeting the required standards.. |
At the year end there was an overall operating profit of £1,392,352 compared to an operating profit of £1,889,471 in 2023. |
Roche Homecare Limited (Registered number: 14033611) |
Group Strategic Report |
for the Year Ended 31 July 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The main short term trading risks facing the business are as follows: |
The company is exposed to a number of risks including occupancy rates, pressure on rates of income from local authorities and availability of suitably qualified staff. The principal risks and how we mitigate them are explained below. |
Competition- the company is aware of the competitive pressure in the UK. The company responds to this pressure by continuously upgrading its nursing homes and providing the best care available to the residents. |
Interest rate risk-the company is financed by loans that are at a fixed rate and LIBOR rate. It therefore is subject to fluctuations in the bank base rate. The company manages this by monitoring and ensuring sufficient liquidity to meet any increases in the bank base rate. |
Liquidity Risk - Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The company seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs via weekly cashflow forecasts, and to invest cash assets safely and profitably. Short-term flexibility is achieved by an overdraft facility. The overall cash balance and net assets have increased from the previous year. |
Going concern- The director and management have recognised the principal risks and uncertainties which could affect the business and have considered the extent to which they may materialise. |
Consequently the company has implemented procedures and policies which will mitigate the risks as much as possible and ensure the company continues to trade throughout these uncertain economic conditions. The company is well placed to deal with the difficulties all companies are incurring during this difficult time. |
ON BEHALF OF THE BOARD: |
Roche Homecare Limited (Registered number: 14033611) |
Report of the Director |
for the Year Ended 31 July 2024 |
The director presents his report with the financial statements of the company and the group for the year ended 31 July 2024. |
PRINCIPAL ACTIVITIES |
The principal activities of the group in the year under review were those of nursing homes, domiciliary care and training in the UK. |
DIVIDENDS |
Interim dividends per share were paid as follows: |
Ordinary £1 shares | £111,200 | - 1 August 2023 |
£55,600 | - 6 April 2024 |
£85,000 | - 30 April 2024 |
£251,800 |
Preference £1 shares | £10,000 | - 11 June 2024 |
The director recommends that no final dividends be paid. |
The total distribution of dividends for the year ended 31 July 2024 will be £ 261,800 . |
FUTURE DEVELOPMENTS |
The director remains optimistic about future developments and intends to continue to expand the company's operations and profits, whilst maintaining consistent pressure on costs and making greater efficiencies within the business whilst maintaining a high quality of care. |
The director and management have recognised the principal risks and uncertainties which could affect the business and have considered the extent to which they may materialise. |
Consequently the company has implemented procedures and policies which will mitigate the risks as much as possible and ensure the company continues to trade throughout these uncertain economic conditions. |
DIRECTOR |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company is exposed to a number of risks which are listed below and reference in further detail within the Group Strategic Report: |
Competition risk |
Interest rate risk |
Liquidity risk |
Going concern risk |
Roche Homecare Limited (Registered number: 14033611) |
Report of the Director |
for the Year Ended 31 July 2024 |
EMPLOYEE MATTERS |
Employment of disabled persons |
The company operates an equal opportunities policy. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the company continues and that appropriate training is arranged. It is the policy of the company that training, career development and promotion of disabled persons should, as far as possible, be identical with that of other employees. |
The principles of the company policies are brought to the attention of all staff by means of the Company's Employee Handbook. Matters of concern to employees can be found in the Employee Handbook. Views of employees are welcomed by the management and are discussions held where it is considered appropriate. |
Employee involvement |
The group's employment policies are designed to attract, retain and motivate the best people. The group involves employees at all levels of the organisation through a broad base of regular communication and briefing sessions to understand current performance and communicate future developments. |
Employee engagement |
The health and safety of our employees is a primary focus. The working environment is important to the director both from a health and safety perspective and a holistic one. |
Policies are in place and significant training is undertaken to ensure that the group has a fair and robust recruitment process and the culture of equality and diversity is maintained. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Roche Homecare Limited (Registered number: 14033611) |
Report of the Director |
for the Year Ended 31 July 2024 |
AUDITORS |
The auditors, Richard Smedley Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Roche Homecare Limited |
Opinion |
We have audited the financial statements of Roche Homecare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 July 2024 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 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 financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Roche Homecare Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
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 director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Roche Homecare Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
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 partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and sector experience; |
- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements, including the Companies Act 2006, UK Corporate Governance, the Care Quality Commission (CQC) and taxation legislation. The company is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on the financial statements, for instance through the imposition of fines, penalties or litigation such as employment, environmental, health and safety and building regulations; |
- We asses the external compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. |
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 |
To address the risk of fraud through management bias and override of controls, we: |
- Performed analytical procedures to identify any unusual or unexpected relationships; |
- Tested 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 any 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 statements disclosures to underlying supporting documentation |
- Enquiring of management as to actual and potential litigation and claims; |
- Reviewing correspondence with HMRC and relevant regulators websites for notice of any breaches; and |
- Review of relevant legal or professional costs within the accounting records for any evidence of previously undetected or unreported instances of non-compliance. |
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the 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 directors and other management and the inspection of regulatory and legal correspondence, if any. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
Roche Homecare Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants & Registered Auditors |
Richmond House |
Lawnswood Business Park |
Redvers Close |
Leeds |
West Yorkshire |
LS16 6QY |
Roche Homecare Limited (Registered number: 14033611) |
Consolidated Income Statement |
for the Year Ended 31 July 2024 |
31.7.24 | 31.7.23 |
Notes | £ | £ |
TURNOVER | 3 | 13,355,767 | 12,563,478 |
Cost of sales | 8,665,926 | 7,939,695 |
GROSS PROFIT | 4,689,841 | 4,623,783 |
Administrative expenses | 3,329,054 | 2,923,893 |
1,360,787 | 1,699,890 |
Other operating income | 31,565 | 189,581 |
OPERATING PROFIT | 5 | 1,392,352 | 1,889,471 |
Interest receivable and similar income | 20,933 | 18,912 |
1,413,285 | 1,908,383 |
Gain/loss on revaluation of assets | (93,973 | ) | 93,973 |
1,319,312 | 2,002,356 |
Interest payable and similar expenses | 6 | 49,047 | 89,553 |
PROFIT BEFORE TAXATION | 1,270,265 | 1,912,803 |
Tax on profit | 7 | 346,599 | 503,326 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 923,666 | 1,409,477 |
Roche Homecare Limited (Registered number: 14033611) |
Consolidated Other Comprehensive Income |
for the Year Ended 31 July 2024 |
31.7.24 | 31.7.23 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 923,666 | 1,409,477 |
OTHER COMPREHENSIVE INCOME |
Property revaluations | 94,897 | 93,973 |
Non-distributable reserves | (94,897 | ) | (93,973 | ) |
Income tax relating to components of other comprehensive income |
- |
- |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
- |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
923,666 |
1,409,477 |
Total comprehensive income attributable to: |
Owners of the parent | 923,666 | 1,409,477 |
Roche Homecare Limited (Registered number: 14033611) |
Consolidated Balance Sheet |
31 July 2024 |
31.7.24 | 31.7.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 | - | - |
Tangible assets | 11 | 10,064,618 | 10,155,742 |
Investments | 12 | 431,475 | 160,825 |
10,496,093 | 10,316,567 |
CURRENT ASSETS |
Stocks | 13 | 19,164 | 19,164 |
Debtors | 14 | 6,148,001 | 5,450,330 |
Cash at bank and in hand | 419,587 | 1,186,391 |
6,586,752 | 6,655,885 |
CREDITORS |
Amounts falling due within one year | 15 | 1,974,400 | 2,316,441 |
NET CURRENT ASSETS | 4,612,352 | 4,339,444 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
15,108,445 |
14,656,011 |
CREDITORS |
Amounts falling due after more than one year | 16 | (924,315 | ) | (1,162,363 | ) |
PROVISIONS FOR LIABILITIES | 20 | (330,963 | ) | (302,347 | ) |
NET ASSETS | 13,853,167 | 13,191,301 |
CAPITAL AND RESERVES |
Called up share capital | 21 | 3,119,101 | 3,119,101 |
Non-distributable reserve | 22 | 2,989,660 | 3,083,633 |
Retained earnings | 22 | 7,744,406 | 6,988,567 |
SHAREHOLDERS' FUNDS | 13,853,167 | 13,191,301 |
The financial statements were approved by the director and authorised for issue on 13 March 2025 and were signed by: |
P J Roche - Director |
Roche Homecare Limited (Registered number: 14033611) |
Company Balance Sheet |
31 July 2024 |
31.7.24 | 31.7.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Stocks | 13 |
Debtors | 14 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 15 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 20 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 21 |
Non-distributable reserve | 22 |
Retained earnings | 22 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 257,662 | 478,326 |
The financial statements were approved by the director and authorised for issue on |
Roche Homecare Limited (Registered number: 14033611) |
Consolidated Statement of Changes in Equity |
for the Year Ended 31 July 2024 |
Called up |
share | Retained | Non-distributable | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 August 2022 | 3,119,101 | 5,979,863 | 2,989,660 | 12,088,624 |
Changes in equity |
Dividends | - | (306,800 | ) | - | (306,800 | ) |
Total comprehensive income | - | 1,315,504 | 93,973 | 1,409,477 |
Balance at 31 July 2023 | 3,119,101 | 6,988,567 | 3,083,633 | 13,191,301 |
Changes in equity |
Dividends | - | (261,800 | ) | - | (261,800 | ) |
Total comprehensive income | - | 1,017,639 | (93,973 | ) | 923,666 |
Balance at 31 July 2024 | 3,119,101 | 7,744,406 | 2,989,660 | 13,853,167 |
Roche Homecare Limited (Registered number: 14033611) |
Company Statement of Changes in Equity |
for the Year Ended 31 July 2024 |
Called up |
share | Retained | Non-distributable | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 August 2022 |
Changes in equity |
Issue of share capital | - | - |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 July 2023 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | ( |
) |
Balance at 31 July 2024 |
Roche Homecare Limited (Registered number: 14033611) |
Consolidated Cash Flow Statement |
for the Year Ended 31 July 2024 |
31.7.24 | 31.7.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 803,064 | 503,794 |
Interest paid | (49,047 | ) | (89,553 | ) |
Tax paid | (518,836 | ) | (253,650 | ) |
Net cash from operating activities | 235,181 | 160,591 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (421,360 | ) | (701,766 | ) |
Purchase of fixed asset investments | (270,650 | ) | (56,950 | ) |
Sale of tangible fixed assets | 27,748 | 371,866 |
Interest received | 20,933 | 18,912 |
Net cash from investing activities | (643,329 | ) | (367,938 | ) |
Cash flows from financing activities |
Loan repayments in year | (270,742 | ) | (278,188 | ) |
Capital repayments in year | - | (14,257 | ) |
Amount introduced by directors | 1,745,727 | 120,900 |
Amount withdrawn by directors | (1,571,841 | ) | (81,213 | ) |
Share issue | - | 1 |
Equity dividends paid | (261,800 | ) | (306,800 | ) |
Net cash from financing activities | (358,656 | ) | (559,557 | ) |
Decrease in cash and cash equivalents | (766,804 | ) | (766,904 | ) |
Cash and cash equivalents at beginning of year |
2 |
1,186,391 |
1,953,295 |
Cash and cash equivalents at end of year | 2 | 419,587 | 1,186,391 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 31 July 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.7.24 | 31.7.23 |
£ | £ |
Profit before taxation | 1,270,265 | 1,912,803 |
Depreciation charges | 389,598 | 357,685 |
Loss on disposal of fixed assets | 1,165 | 16,519 |
Loss/(gain) on revaluation of fixed assets | 93,973 | (93,973 | ) |
Finance costs | 49,047 | 89,553 |
Finance income | (20,933 | ) | (18,912 | ) |
1,783,115 | 2,263,675 |
Increase in trade and other debtors | (870,937 | ) | (1,796,639 | ) |
(Decrease)/increase in trade and other creditors | (109,114 | ) | 36,758 |
Cash generated from operations | 803,064 | 503,794 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 July 2024 |
31.7.24 | 1.8.23 |
£ | £ |
Cash and cash equivalents | 419,587 | 1,186,391 |
Year ended 31 July 2023 |
31.7.23 | 1.8.22 |
£ | £ |
Cash and cash equivalents | 1,186,391 | 1,953,295 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.8.23 | Cash flow | At 31.7.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 1,186,391 | (766,804 | ) | 419,587 |
1,186,391 | (766,804 | ) | 419,587 |
Debt |
Debts falling due within 1 year | (279,956 | ) | 32,695 | (247,261 | ) |
Debts falling due after 1 year | (1,162,363 | ) | 238,048 | (924,315 | ) |
(1,442,319 | ) | 270,743 | (1,171,576 | ) |
Total | (255,928 | ) | (496,061 | ) | (751,989 | ) |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements |
for the Year Ended 31 July 2024 |
1. | STATUTORY INFORMATION |
Roche Homecare Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements are prepared in sterling, which is the functional currency of the group. |
The consolidated financial statements incorporate those of Roche Homecare Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). |
Basis of consolidation |
On 30 September 2022, Roche Homecare Limited purchased 100% of the shares in Roche Healthcare Limited via a share for share exchange. As such, the consolidated accounts qualified for Merger Relief and so have been prepared using Merger Accounting. |
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the group's accounting policies, which are described in note 2, the director is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future projects. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover comprises the value of sales (excluding any taxes and trade discounts) of goods and services provided in the normal course of business. Revenue is recognised when the service is provided. |
In respect of contracts for on-going services, turnover represents the value of work done in the year, including calculated estimates of work not invoiced. |
Goodwill |
The carrying value of the goodwill is now £nil (2023 - £nil). |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
2. | ACCOUNTING POLICIES - continued |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Freehold property | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Government grants |
During the year, the group received grants totalling £5,214. |
These grants were recognised on the accruals model. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
All financial assets and financial liabilities are initially measured at transaction price (including transactions costs), except for those financial assets classified as fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of future payments discounted at a market rate of interest similar to debt interest. |
Financial assets are derecognised when, and only when a) the contractual rights to the cash flows from the financial asset expire or are settled, b) the company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or c) the company, despite having retained some significant risks and rewards of ownership, has transferred control of the asset to another party and the other party has the practical ability to seel the asset in its entirety to an unrelated third party and is able to to exercise that ability unilaterally and without needing to impose additional restrictions on the the transfer. |
Financial liabilities are derecognised only when the obligation specified in the contracts is discharged, cancelled or expires. |
Derivative instruments |
Derivative financial instruments are initially measured at fair value on the date on which a derivative contract is entered into and are subsequently measured at fair value through profit or loss. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. |
Cash and cash equivalents |
Cash and cash equivalents in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less. For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. |
Short-term debtors and creditors |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the income statement in other operating expenses. |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
In carrying out their duties in respect of going concern, the directors have carried out a review of the group's financial position for a period of 12 months from the date of signing these financial statements. These have been based on a comprehensive review of revenue, the expenditure and cash position. The group currently meets its day-to-day working capital requirements through its cash balance, which is sufficient to cover working capital requirements. |
Having taken all of the above factors into consideration, the directors have reached a conclusion that the group is able to manage its business risk. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the principal activities of the group. |
An analysis of turnover by class of business is given below: |
31.7.24 | 31.7.23 |
£ | £ |
Nursing homes | 10,011,093 | 9,793,562 |
Domiciliary care | 3,245,983 | 2,691,099 |
Training | 98,691 | 78,817 |
13,355,767 | 12,563,478 |
An analysis of turnover by geographical market is given below: |
31.7.24 | 31.7.23 |
£ | £ |
United Kingdom | 13,355,767 | 12,563,478 |
13,355,767 | 12,563,478 |
4. | EMPLOYEES AND DIRECTORS |
31.7.24 | 31.7.23 |
£ | £ |
Wages and salaries | 8,518,042 | 7,721,247 |
Social security costs | 617,093 | 477,356 |
Other pension costs | 271,089 | 79,709 |
9,406,224 | 8,278,312 |
The average number of employees during the year was as follows: |
31.7.24 | 31.7.23 |
Administration | 24 | 25 |
Nursing homes and domiciliary care | 428 | 411 |
The average number of employees by undertakings that were proportionately consolidated during the year was 308 (2023 - 299 ) . |
31.7.24 | 31.7.23 |
£ | £ |
Director's remuneration | 30,000 | 34,607 |
Director's pension contributions to money purchase schemes | - | 2,576 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
31.7.24 | 31.7.23 |
£ | £ |
Depreciation - owned assets | 389,598 | 357,685 |
Loss on disposal of fixed assets | 1,165 | 16,519 |
Auditors' remuneration | 17,700 | 15,800 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.7.24 | 31.7.23 |
£ | £ |
Loan interest | 49,047 | 89,553 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
31.7.24 | 31.7.23 |
£ | £ |
Current tax: |
UK corporation tax | 317,983 | 422,971 |
Deferred tax | 28,616 | 80,355 |
Tax on profit | 346,599 | 503,326 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
31.7.24 | 31.7.23 |
£ | £ |
Profit before tax | 1,270,265 | 1,912,803 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 21.005 %) |
317,566 |
401,784 |
Effects of: |
Expenses not deductible for tax purposes | 6,291 | 9,429 |
Depreciation in excess of capital allowances | 17,139 | 31,942 |
Allowable as repairs and renewals | (23,013 | ) | (20,184 | ) |
Deferred tax | 28,616 | 80,355 |
Total tax charge | 346,599 | 503,326 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
7. | TAXATION - continued |
Tax effects relating to effects of other comprehensive income |
31.7.24 |
Gross | Tax | Net |
£ | £ | £ |
Property revaluations | 94,897 | - | 94,897 |
Non-distributable reserves | (94,897 | ) | - | (94,897 | ) |
- | - | - |
31.7.23 |
Gross | Tax | Net |
£ | £ | £ |
Property revaluations | 93,973 | - | 93,973 |
Non-distributable reserves | (93,973 | ) | - | (93,973 | ) |
- | - | - |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
31.7.24 | 31.7.23 |
£ | £ |
Ordinary shares of £1 each |
Interim | 251,800 | 286,800 |
Preference shares of £1 each |
Interim | 10,000 | 20,000 |
261,800 | 306,800 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 August 2023 |
and 31 July 2024 | 136,355 |
AMORTISATION |
At 1 August 2023 |
and 31 July 2024 | 136,355 |
NET BOOK VALUE |
At 31 July 2024 | - |
At 31 July 2023 | - |
11. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Freehold | and |
property | Work-In-Progress | fittings |
£ | £ | £ |
COST OR VALUATION |
At 1 August 2023 | 9,491,265 | 97,928 | 4,999,874 |
Additions | - | 32,484 | 383,276 |
Disposals | - | - | (51,971 | ) |
Revaluations | (93,973 | ) | - | - |
At 31 July 2024 | 9,397,292 | 130,412 | 5,331,179 |
DEPRECIATION |
At 1 August 2023 | 93,973 | - | 4,596,151 |
Charge for year | 94,897 | - | 230,598 |
Eliminated on disposal | - | - | (42,396 | ) |
At 31 July 2024 | 188,870 | - | 4,784,353 |
NET BOOK VALUE |
At 31 July 2024 | 9,208,422 | 130,412 | 546,826 |
At 31 July 2023 | 9,397,292 | 97,928 | 403,723 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
11. | TANGIBLE FIXED ASSETS - continued |
Group |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
COST OR VALUATION |
At 1 August 2023 | 226,630 | 194,547 | 15,010,244 |
Additions | - | 5,600 | 421,360 |
Disposals | (26,536 | ) | (133,498 | ) | (212,005 | ) |
Revaluations | - | - | (93,973 | ) |
At 31 July 2024 | 200,094 | 66,649 | 15,125,626 |
DEPRECIATION |
At 1 August 2023 | 27,191 | 137,187 | 4,854,502 |
Charge for year | 32,756 | 31,347 | 389,598 |
Eliminated on disposal | (7,779 | ) | (132,917 | ) | (183,092 | ) |
At 31 July 2024 | 52,168 | 35,617 | 5,061,008 |
NET BOOK VALUE |
At 31 July 2024 | 147,926 | 31,032 | 10,064,618 |
At 31 July 2023 | 199,439 | 57,360 | 10,155,742 |
Cost or valuation at 31 July 2024 is represented by: |
Fixtures |
Freehold | and |
property | Work-In-Progress | fittings |
£ | £ | £ |
Valuation in 2023 | 93,972 | - | - |
Valuation in 2024 | (93,972 | ) | - | - |
Cost | 9,397,292 | 130,412 | 5,331,179 |
9,397,292 | 130,412 | 5,331,179 |
Motor | Computer |
vehicles | equipment | Totals |
£ | £ | £ |
Valuation in 2023 | - | - | 93,972 |
Valuation in 2024 | - | - | (93,972 | ) |
Cost | 200,094 | 66,649 | 15,125,626 |
200,094 | 66,649 | 15,125,626 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
11. | TANGIBLE FIXED ASSETS - continued |
Company |
Fixtures |
Freehold | and | Motor | Computer |
property | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
COST OR VALUATION |
At 1 August 2023 |
Additions | ( |
) |
Disposals | ( |
) | ( |
) | ( |
) |
Revaluations | ( |
) | ( |
) |
At 31 July 2024 |
DEPRECIATION |
At 1 August 2023 |
Charge for year |
At 31 July 2024 |
NET BOOK VALUE |
At 31 July 2024 |
At 31 July 2023 |
Cost or valuation at 31 July 2024 is represented by: |
Fixtures |
Freehold | and | Motor | Computer |
property | fittings | vehicles | equipment | Totals |
£ | £ | £ | £ | £ |
Valuation in 2024 | (1,600 | ) | - | - | - | (1,600 | ) |
Valuation in 2023 | 1,600 | - | - | - | 1,600 |
Cost | 160,000 | 15,003 | 155,295 | 24,413 | 354,711 |
160,000 | 15,003 | 155,295 | 24,413 | 354,711 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
12. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST |
At 1 August 2023 | 160,825 |
Additions | 270,650 |
At 31 July 2024 | 431,475 |
NET BOOK VALUE |
At 31 July 2024 | 431,475 |
At 31 July 2023 | 160,825 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 August 2023 |
and 31 July 2024 |
NET BOOK VALUE |
At 31 July 2024 |
At 31 July 2023 |
Fixed asset investments are stated at cost. No impairment is considered necessary for the year ended 31 July 2024. |
13. | STOCKS |
Group | Company |
31.7.24 | 31.7.23 | 31.7.24 | 31.7.23 |
£ | £ | £ | £ |
Stocks | 19,164 | 19,164 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
14. | DEBTORS |
Group | Company |
31.7.24 | 31.7.23 | 31.7.24 | 31.7.23 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Debtors | 1,061,874 | 715,755 |
Other Debtors | 4,591,165 | 4,084,665 |
Directors' loan accounts | - | 173,260 | - | - |
Prepayments and accrued income | 425,348 | 407,036 |
6,078,387 | 5,380,716 |
Amounts falling due after more than one year: |
Tax | 69,614 | 69,614 |
Aggregate amounts | 6,148,001 | 5,450,330 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.7.24 | 31.7.23 | 31.7.24 | 31.7.23 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 17) | 247,261 | 279,956 |
Creditors | 746,993 | 830,912 |
Amounts owed to group undertakings | - | - |
Tax | 222,118 | 422,971 |
Social security and other taxes | 127,155 | 117,737 |
Other creditors | 237,193 | 206,168 |
Spending money | 76,038 | 69,189 | 32,005 | 29,705 |
Directors' loan accounts | 626 | - | - | - |
Accruals and deferred income | 317,016 | 389,508 |
1,974,400 | 2,316,441 |
16. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
31.7.24 | 31.7.23 |
£ | £ |
Bank loans (see note 17) | 924,315 | 1,162,363 |
17. | LOANS |
The interest rates on the loans are charged at fixed and LIBOR. The loans will mature in 2027 and 2028, respectively. |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
18. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
31.7.24 | 31.7.23 |
£ | £ |
Within one year | 6,488 | 8,043 |
Between one and five years | 6,580 | 13,067 |
13,068 | 21,110 |
19. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
31.7.24 | 31.7.23 |
£ | £ |
Bank loans | 1,171,576 | 1,442,319 |
The bank hold Legal Mortgages over the following properties of the group: |
Fieldhead Court |
Fieldhead Park |
Tudor House |
Hartshead Manor |
Mansion House |
Natwest Bank PLC holds a fixed and floating charge over all of the property and undertakings on both Roche Homecare Limited and Roche Healthcare Limited.. |
20. | PROVISIONS FOR LIABILITIES |
Group | Company |
31.7.24 | 31.7.23 | 31.7.24 | 31.7.23 |
£ | £ | £ | £ |
Deferred tax | 330,963 | 302,347 | 36,921 | 44,086 |
Group |
Deferred |
tax |
£ |
Balance at 1 August 2023 | 302,347 |
Provided during year | 28,616 |
Balance at 31 July 2024 | 330,963 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
20. | PROVISIONS FOR LIABILITIES - continued |
Company |
Deferred |
tax |
£ |
Balance at 1 August 2023 |
Provided during year | ( |
) |
Balance at 31 July 2024 |
21. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.7.24 | 31.7.23 |
value: | £ | £ |
Ordinary | £1 | 2,919,101 | 2,919,101 |
Preference | £1 | 200,000 | 200,000 |
3,119,101 | 3,119,101 |
22. | RESERVES |
Group |
Retained | Non-distributable |
earnings | reserve | Totals |
£ | £ | £ |
At 1 August 2023 | 6,988,567 | 3,083,633 | 10,072,200 |
Profit for the year | 923,666 | 923,666 |
Dividends | (261,800 | ) | (261,800 | ) |
Revaluation reserve | 93,973 | (93,973 | ) | - |
At 31 July 2024 | 7,744,406 | 2,989,660 | 10,734,066 |
Company |
Retained | Non-distributable |
earnings | reserve | Totals |
£ | £ | £ |
At 1 August 2023 | 199,326 |
Profit for the year |
Dividends | ( |
) | ( |
) |
Revaluation reserve | 1,600 | (1,600 | ) | - |
At 31 July 2024 | 195,188 |
Roche Homecare Limited (Registered number: 14033611) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 31 July 2024 |
23. | DIRECTOR'S ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31 July 2024 and 31 July 2023: |
31.7.24 | 31.7.23 |
£ | £ |
P J Roche |
Balance outstanding at start of year | 173,260 | 212,947 |
Amounts advanced | 1,565,437 | 1,260,902 |
Amounts repaid | (1,739,321 | ) | (1,300,589 | ) |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | (624 | ) | 173,260 |
Interest has been charged on the loan at the HMRC approved rates. |
24. | RELATED PARTY DISCLOSURES |
Roche Retirement Living Limited and Roche Renewables Limited are related parties of Roche Homecare Limited as they are owned by P Roche. |
The following subsidiary are exempt from the requirements of Act relating to the audit of its individual accounts by virtue of s479A of the Companies Act 2006: |
- Roche Healthcare Limited (company no. 02992723). |
Roche Homecare Limited (14033611) has provided a guarantee for the subsidiary Roche Healthcare Limited (02992723) for the year ended 31 July 2024 by virtue of s479C of the Companies Act 2006. |
Roche Homecare Limited Limited guarantees all outstanding liabilities to which the subsidiary companies are subject to 30th September 2022, until they are satisfied in full. The guarantee is enforceable against Roche Homecare Limited by any person to whom the subsidiaries are liable in respect of those liabilities. |
25. | ULTIMATE CONTROLLING PARTY |
The controlling party is P J Roche. |