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REGISTERED NUMBER: 10842087 (England and Wales)















Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Rowan International Topco Limited

Rowan International Topco Limited (Registered number: 10842087)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

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 20


Rowan International Topco Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: Ms S Guest
M E Seabrook
H Kiwan
D Culibrk





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





REGISTERED NUMBER: 10842087 (England and Wales)





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

Rowan International Topco Limited (Registered number: 10842087)

Group Strategic Report
for the Year Ended 31 December 2024

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

PRINCIPAL ACTIVITIES

Rowan International Topco Limited (the company) is a non-trading holding company and is the parent company of its trading company Rowan International Limited which, together with its parent company Rowan Holdings 2022 Limited and the intermediate holding companies outlined at note 13 comprise the Rowan Group of companies (together "Rowan" or "the Group").

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

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

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

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

FINANCIAL REVIEW
Revenue in 2024 was £53m (2023 £56m), with a gross profit of £9.1m (2023 £9.7m) and gross margin of 17.3% (2023 17.3%). The group reported a profit after tax for the year of £1.9m, (2023 £0.4m).

In a year of continued economic and political uncertainty the cost-of-living crisis remained a key driving force behind consumer spending decisions across the UK and Europe, and inflation continued to rise, impacting the price of everyday essentials, pushing new competitors into the discount sector.

The business adapted well to increased competition on stock from the traditional UK retail channels, dropping only 6% in sales as investment in trade fairs increased supply from further afield. Year on year, Rowan has seen a healthy increase in the volume of manufacturers trusting us to find new homes for their excess stock, and in 2024 bought from 25% more brands across Europe, providing greater breadth and range of products for customers.

2024 reflects a solid and consistent performance with regards to gross margins and profitability, delivering a third consecutive year at 17.3%. Good cost control along with strategic territorial alignment of customer and supplier acquisition with operational infrastructure, ensured further growth in Europe whilst protecting the bottom line. We expect this to continue in 2025, providing a solid foundation on which to build the business.

On October 29th, 2024, ownership of the Group transferred to Transmed Holding Limited, a private family-owned global distribution and supply chain company who operate in markets including the Middle East, Africa and Europe. Experts in the wholesale distribution of FMCG and foodservice products, Transmed brings a wealth of international experience and knowledge, as well as a shared commitment to Rowan's mission and values.

Rowan International Topco Limited (Registered number: 10842087)

Group Strategic Report
for the Year Ended 31 December 2024


Integration into the Transmed family provides a new funding structure for Rowan, ensuring we are well-positioned to develop, grow and innovate into new markets in the next 12 months and beyond. Investment from Transmed has enabled the business to grow its stock holding in the UK and Europe to facilitate trade in 2025.

Reviewing and measuring business performance

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

2024 2023
Gross Profit 17.3% 17.3%
Stock Days 27 23
UK % Sales 40% 44.0%

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

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

- Cost of living: constant review of product and pricing to achieve price points consistent with customer expectations.
- Suppliers/Customers: maintaining strong relationships by long-serving buying and sales colleagues to ensure that any issues in either the supplier or customer bases are identified at an early stage.
- Inflation: cost price increases from suppliers have been integrated into selling prices. Long-term transport contracts have been negotiated to secure availability and prices and pay increases have been held to below the headline inflation rate.
- Geo-political uncertainty: continuing to focus acquisition of new customers and suppliers across international markets to reduce reliability on any one geography.

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

New ownership is also an important step forward in providing a secure and sustainable financial platform for Rowan to build upon, along with access to skills, knowledge and a global network to support expansion plans.

Focus remains on geographical expansion, product category diversification and providing solutions to suppliers for their excess and problematic stock. The Group will continue to use digital channels to offer customers flexible and efficient access to its stock range, supporting new customer acquisition with 24 hour purchasing, regardless of location and time zone.


Rowan International Topco Limited (Registered number: 10842087)

Group Strategic Report
for the Year Ended 31 December 2024

FINANCIAL RISK MANAGEMENT
The directors assess the financial risk to the Group as follows:

Price risk - price risk is driven by the nature of the FMCG residual stock market. This risk is managed by ensuring that products are bought with a reasonable expectation of the price that can be achieved in the market into which the product is sold.

Credit risk - the Group's principal assets are stock, trade receivables and cash and bank balances. Credit risk is attributable to the trade receivables. This risk is managed by way of trade credit insurance together with regular reviews of both customer credit limits and payment history. Trade receivables are carried net of allowances for bad debt based on past experience and current knowledge of the receivable balance by customer.

Liquidity risk - The Group continues to operate within it's agreed facilities with its main bankers and other short term debt providers to maintain sufficient working capital liquidity.

Cash-flow risk - the Group manages cash-flow risk by way of regular cash-flow forecasts and reviews which inform purchasing decisions to ensure sufficient cash headroom exists relative to its facilities.

ON BEHALF OF THE BOARD:





M E Seabrook - Director


14 May 2025

Rowan International Topco Limited (Registered number: 10842087)

Report of the Directors
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2024.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

Ms S Guest
M E Seabrook

Other changes in directors holding office are as follows:

C I Althorp-Gormlay - resigned 29 October 2024
N A Taylor - resigned 29 October 2024
H Kiwan - appointed 29 October 2024
D Culibrk - appointed 29 October 2024

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Rowan International Topco Limited (Registered number: 10842087)

Report of the Directors
for the Year Ended 31 December 2024


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

ON BEHALF OF THE BOARD:





M E Seabrook - Director


14 May 2025

Report of the Independent Auditors to the Members of
Rowan International Topco Limited

Opinion
We have audited the financial statements of Rowan International Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 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 December 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Rowan International Topco Limited


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
Rowan International Topco 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.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

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

3 - We enquired of management and those charged with governance to identify any instances of non-compliance with laws and regulations.

4 - We reviewed both the Group's financial statement disclosures, as well as the subsidiary companies disclosures, and agreed all to supporting documentation to assess compliance with the applicable laws and regulations discussed above.

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

6 - The risk of fraud and non-compliance with laws and regulations was discussed within the audit team and tests were planned and performed to address these risks. It was noted that as group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and subsidiary level according to their particular circumstances.

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

8 - We also challenge management assumptions with regard to accounting estimates, both at group and subsidiary level.

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

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Report of the Independent Auditors to the Members of
Rowan International Topco 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.




Hayley Jardine BFP ACA (Senior Statutory Auditor)
for and on behalf of Voisey & Co LLP
8 Winmarleigh Street
Warrington
Cheshire
WA1 1JW

16 May 2025

Rowan International Topco Limited (Registered number: 10842087)

Consolidated
Income Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   

TURNOVER 3 52,847,464 56,030,007

Cost of sales (43,787,901 ) (46,321,738 )
GROSS PROFIT 9,059,563 9,708,269

Administrative expenses (8,428,948 ) (8,789,254 )
630,615 919,015

Other operating income 2,032,295 -
OPERATING PROFIT 2,662,910 919,015

Interest receivable and similar income 5,805 -
2,668,715 919,015

Interest payable and similar expenses 6 (630,564 ) (553,923 )
PROFIT BEFORE TAXATION 7 2,038,151 365,092

Tax on profit 9 (105,575 ) (9,575 )
PROFIT FOR THE FINANCIAL YEAR 1,932,576 355,517
Profit attributable to:
Owners of the parent 1,932,576 355,517

Rowan International Topco Limited (Registered number: 10842087)

Consolidated
Other Comprehensive Income
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   

PROFIT FOR THE YEAR 1,932,576 355,517


OTHER COMPREHENSIVE INCOME
Currency translation differences (4,850 ) -
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(4,850

)

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

1,927,726

355,517

Total comprehensive income attributable to:
Owners of the parent 1,927,726 355,517

Rowan International Topco Limited (Registered number: 10842087)

Consolidated Balance Sheet
31 December 2024

31.12.24 31.12.23
Notes £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 151,494 151,131
Investments 13 - -
151,494 151,131

CURRENT ASSETS
Stocks 14 5,998,485 5,383,385
Debtors 15 4,961,984 4,445,841
Cash at bank 1,106,286 149,741
12,066,755 9,978,967
CREDITORS
Amounts falling due within one year 16 11,121,985 9,070,986
NET CURRENT ASSETS 944,770 907,981
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,096,264

1,059,112

CREDITORS
Amounts falling due after more than one
year

17

-

(1,890,259

)

PROVISIONS FOR LIABILITIES 21 (29,916 ) (30,231 )
NET ASSETS/(LIABILITIES) 1,066,348 (861,378 )

CAPITAL AND RESERVES
Called up share capital 22 19,410 19,410
Share premium 23 3,029,998 3,029,998
Other reserves 23 2,407,173 2,407,173
Retained earnings 23 (4,390,233 ) (6,317,959 )
SHAREHOLDERS' FUNDS 1,066,348 (861,378 )

The financial statements were approved by the Board of Directors and authorised for issue on 14 May 2025 and were signed on its behalf by:





M E Seabrook - Director


Rowan International Topco Limited (Registered number: 10842087)

Company Balance Sheet
31 December 2024

31.12.24 31.12.23
Notes £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 1 1
1 1

CURRENT ASSETS
Debtors 15 6,767 24,566

CREDITORS
Amounts falling due within one year 16 3,166,164 3,009,063
NET CURRENT LIABILITIES (3,159,397 ) (2,984,497 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(3,159,396

)

(2,984,496

)

CAPITAL AND RESERVES
Called up share capital 22 19,410 19,410
Share premium 23 3,029,998 3,029,998
Other reserves 23 2,407,173 2,407,173
Retained earnings 23 (8,615,977 ) (8,441,077 )
SHAREHOLDERS' FUNDS (3,159,396 ) (2,984,496 )

Company's (loss)/profit for the financial year (174,900 ) 428,964

The financial statements were approved by the Board of Directors and authorised for issue on 14 May 2025 and were signed on its behalf by:





M E Seabrook - Director


Rowan International Topco Limited (Registered number: 10842087)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 January 2023 19,410 (6,673,476 ) 3,029,998 2,407,173 (1,216,895 )

Changes in equity
Total comprehensive income - 355,517 - - 355,517
Balance at 31 December 2023 19,410 (6,317,959 ) 3,029,998 2,407,173 (861,378 )

Changes in equity
Total comprehensive income - 1,927,726 - - 1,927,726
Balance at 31 December 2024 19,410 (4,390,233 ) 3,029,998 2,407,173 1,066,348

Rowan International Topco Limited (Registered number: 10842087)

Company Statement of Changes in Equity
for the Year Ended 31 December 2024

Called up
share Retained Share Other Total
capital earnings premium reserves equity
£    £    £    £    £   
Balance at 1 January 2023 19,410 (8,870,041 ) 3,029,998 2,407,173 (3,413,460 )

Changes in equity
Total comprehensive income - 428,964 - - 428,964
Balance at 31 December 2023 19,410 (8,441,077 ) 3,029,998 2,407,173 (2,984,496 )

Changes in equity
Total comprehensive income - (174,900 ) - - (174,900 )
Balance at 31 December 2024 19,410 (8,615,977 ) 3,029,998 2,407,173 (3,159,396 )

Rowan International Topco Limited (Registered number: 10842087)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2024

31.12.24 31.12.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (338,484 ) (412,159 )
Interest paid (307,394 ) (73,438 )
Tax paid (104,828 ) 505
Net cash from operating activities (750,706 ) (485,092 )

Cash flows from investing activities
Purchase of tangible fixed assets (29,985 ) (34,877 )
Interest received 5,805 -
Net cash from investing activities (24,180 ) (34,877 )

Cash flows from financing activities
Movement on invoice discounting 223,613 (447,878 )
Movement on stock financing (1,013,619 ) 199,076
Interest paid (323,170 ) (312,485 )
New loan in year 5,335,238 800,000
Capital repayments in year (2,690,259 ) -
Net cash from financing activities 1,531,803 238,713

Increase/(decrease) in cash and cash equivalents 756,917 (281,256 )
Cash and cash equivalents at beginning of
year

2

1,881

283,137
Effect of foreign exchange rate changes (4,850 ) -
Cash and cash equivalents at end of year 2 753,948 1,881

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2024

1. RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

31.12.24 31.12.23
£    £   
Profit before taxation 2,038,151 365,092
Depreciation charges 36,389 70,257
Finance costs 630,564 553,923
Finance income (5,805 ) -
2,699,299 989,272
Increase in stocks (615,100 ) (2,008,280 )
Increase in trade and other debtors (484,559 ) (245,087 )
(Decrease)/increase in trade and other creditors (1,938,124 ) 851,936
Cash generated from operations (338,484 ) (412,159 )

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 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 1,106,286 149,741
Bank overdrafts (352,338 ) (147,860 )
753,948 1,881
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 149,741 283,137
Bank overdrafts (147,860 ) -
1,881 283,137


Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 December 2024

3. ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank 149,741 956,545 1,106,286
Bank overdrafts (147,860 ) (204,478 ) (352,338 )
1,881 752,067 753,948
Debt
Debts falling due within 1 year (800,000 ) 800,000 -
Debts falling due after 1 year (1,890,259 ) 1,890,259 -
(2,690,259 ) 2,690,259 -
Total (2,688,378 ) 3,442,326 753,948

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Rowan International Topco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
At the time of approving the financial statements the directors, having taken into account the trading position of the Group in 2024 relative to 2023 as well as that observed in the first quarter of 2025 and being in receipt of £5.1m of working capital investment by way of a parent company loan in November 2024, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation
The consolidated financial statements present the results of the Company and its own subsidiaries ('the Group') as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminate in full.

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

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 1 January 2014.

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Significant judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

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

Stock provision - Management uses judgement and estimates relating to the level of stock provision. The estimate is based on a number of factors including the age profile of stock, product type, shelf life based on best before end dates as well as historical experience.

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

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

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

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

Operating leases: the Group as lessee

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

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

Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses.

At each reporting date the Group assesses whether there is a indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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

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

Depreciation is provided on the following basis:

- Plant and machinery 15% reducing balance
- Fixture and fittings 15% & 25% reducing balance
- Computer equipment 20%-33% straight line

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

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

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

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

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

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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

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

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

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

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

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

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

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

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

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


Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

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

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

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

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

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

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

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

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

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Defined contribution pension plan
The Group operates a defined contribution plan for it's employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligation.

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

Employee benefits
The costs of short-term employee benefits a recognised as a liability and an expense. Any unused holiday entitlement is recognised in the period in which employee's services are received. Termination benefits are recognised immediately as an expense.

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

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

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

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

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

3. TURNOVER

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

An analysis of turnover by geographical market is given below:

31.12.24 31.12.23
£    £   
United Kingdom 20,384,444 24,672,841
Rest of Europe 32,049,108 31,082,109
Rest of the World 413,912 275,057
52,847,464 56,030,007

4. EMPLOYEES AND DIRECTORS
31.12.24 31.12.23
£    £   
Wages and salaries 2,960,419 3,281,921
Social security costs 350,049 342,304
Other pension costs 127,998 128,756
3,438,466 3,752,981

The average number of employees during the year was as follows:
31.12.24 31.12.23

Management 4 4
Administration 17 17
Buying and selling 23 24
Warehouse 11 10
55 55

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL).

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

4. EMPLOYEES AND DIRECTORS - continued

2024 2023
£    £   
Directors' remuneration 437,276 348,072
Directors' pension contributions to money purchase schemes 13,396 12,977
450,672 361,049

During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution schemes.

The highest paid director received remuneration of £267,064 (2023 - £198,648).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,365 (2023 - £7,200).

Directors remuneration is provided for qualifying services as a director of the company, related to those services provided across the Rowan group of companies.

Key management compensation for the year totalled £914,452 (2023 - £884,627).

5. EXCEPTIONAL ITEMS
31.12.24 31.12.23
£    £   
Exceptional items 2,032,295 -
Exceptional items (84,356 ) (201,932 )
1,947,939 (201,932 )

The exceptional credit in the year has arisen due to the cancellation of the loan notes including interest on these incurred in the year - see note 18 - which has occurred on the sale of the Rowan Group of companies - headed by Rowan Holdings 2022 Limited - to Transmed Holding Limited in October 2024.

Exceptional costs in 2024 and 2023 have arisen due to the need for external professional and consultancy costs.

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.24 31.12.23
£    £   
Bank interest 165,358 73,438
Invoice discounting interest 207,629 204,162
Stock finance interest 110,363 108,323
Loan 147,214 168,000
630,564 553,923

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

7. PROFIT BEFORE TAXATION

The profit is stated after charging:

31.12.24 31.12.23
£    £   
Hire of plant and machinery 65,519 72,527
Other operating leases 319,296 601,278
Depreciation - owned assets 32,606 42,039
Software amortisation - 28,219
Foreign exchange differences 178,947 5,853

8. AUDITORS' REMUNERATION

2024 2023
£    £   
Fees payable to the Group's auditors for the audit of the Group's and
subsidiaries financial statements 55,141 39,000
Other non-audit services 4,180 4,000

9. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
31.12.24 31.12.23
£    £   
Current tax:
UK corporation tax 105,890 -

Deferred tax (315 ) 9,575
Tax on profit 105,575 9,575

UK corporation tax has been charged at 25 % (2023 - 25 %).

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.12.24 31.12.23
£    £   
Profit before tax 2,038,151 365,092
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 25 %)

509,538

91,273

Effects of:
Expenses not deductible for tax purposes (277,140 ) 33,233
Depreciation in excess of capital allowances 17 9,767
Utilisation of tax losses - (124,698 )
Adjustments to tax charge in respect of previous periods 53,836 -
Deferred tax not recognised (194,539 ) -
Group relief 13,863 -
Total tax charge 105,575 9,575

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

9. TAXATION - continued

Tax effects relating to effects of other comprehensive income

31.12.24
Gross Tax Net
£    £    £   
Currency translation differences (4,850 ) - (4,850 )

The main rate of corporation tax for the year ended 31 December 2024 was 25%.

The government announced that from 1 April 2023 the rate of corporation tax will be 25% for companies with annual profits over £250,000. For companies with annual profits below £50,000 the rate will remain at 19%. Marginal relief provisions will also be introduced so that, where a company's profits fall between the lower (£50,000) and upper (£250,000) limits, it will be able to claim an amount of marginal relief that bridges the gap between the lower and upper limits providing a gradual increase in the corporation tax rate.

10. 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.


11. INTANGIBLE FIXED ASSETS

Group
Software
£   
COST
At 1 January 2024
and 31 December 2024 112,895
AMORTISATION
At 1 January 2024
and 31 December 2024 112,895
NET BOOK VALUE
At 31 December 2024 -
At 31 December 2023 -

The Company had no intangible fixed assets at 31 December 2024 (2023: £Nil).

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

12. TANGIBLE FIXED ASSETS

Group
Computer
Fixtures and
Plant and and office
machinery fittings equipment Totals
£    £    £    £   
COST
At 1 January 2024 103,878 637,165 1,367,672 2,108,715
Additions 9,781 16,020 4,184 29,985
Amounts written off - (487 ) 3,471 2,984
Reclassification/transfer 27,871 (27,871 ) - -
At 31 December 2024 141,530 624,827 1,375,327 2,141,684
DEPRECIATION
At 1 January 2024 89,127 518,725 1,349,732 1,957,584
Charge for year 6,511 14,176 11,919 32,606
At 31 December 2024 95,638 532,901 1,361,651 1,990,190
NET BOOK VALUE
At 31 December 2024 45,892 91,926 13,676 151,494
At 31 December 2023 14,751 118,440 17,940 151,131

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 1
NET BOOK VALUE
At 31 December 2024 1
At 31 December 2023 1


Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

13. FIXED ASSET INVESTMENTS - continued


Details of the company's subsidiaries at 31st December 2024 are as follows:


Name of undertaking
Class of
shares held
Direct
Holding
Indirect
Holding

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

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

14. STOCKS

Group
31.12.24 31.12.23
£    £   
Stocks 5,998,485 5,383,385

An impairment loss of £51,000 (2023 - gain of £15,877) was recognised in cost of sales against stock during the year due to slow-moving and obsolete stock.

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Trade debtors 3,179,286 2,999,065 - -
Other debtors 1,554,356 1,177,231 6,767 24,566
Tax 75,918 26,515 - -
Prepayments and accrued income 152,424 243,030 - -
4,961,984 4,445,841 6,767 24,566

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.24 31.12.23 31.12.24 31.12.23
£    £    £    £   
Bank loans and overdrafts (see note 18) 352,338 947,860 - -
Trade creditors 1,545,972 1,844,584 - -
Amounts owed to group undertakings - - 3,082,855 2,985,325
Amounts owed to associates 5,335,238 - - -
Tax 50,465 - - -
Social security and other taxes 88,139 82,399 - -
Other creditors 185,370 164,227 - -
Invoice discounting 2,344,387 2,120,774 - -
Stock financing 250,460 1,264,079 - -
Accruals and deferred income 969,616 2,647,063 83,309 23,738
11,121,985 9,070,986 3,166,164 3,009,063

Amounts owed to group undertakings are non-interest bearing and are repayable on demand.

Amounts owed to associated undertakings - see Note 25 - are repayable in full on 7th November 2025. An annual interest rate of 2% margin and the applicable Term SOFR (Secured Overnight Financing Rate) is applied to the outstanding loan amount.

Accruals and deferred income contains a stock received but not invoiced accrual of £298,338 (2023: £1,390,821).

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

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
31.12.24 31.12.23
£    £   
Other loans (see note 18) - 1,890,259

18. LOANS

An analysis of the maturity of loans is given below:

Group
31.12.24 31.12.23
£    £   
Amounts falling due within one year or on demand:
Bank overdrafts 352,338 147,860
Bank loans - 800,000
352,338 947,860
Amounts falling due between one and two years:
Other loans - 1-2 years - 1,890,259

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

18. LOANS - continued

The Other loans relate to two loan notes. These have been cancelled in the year on the sale of the Rowan Group of companies - headed by Rowan Holdings 2022 Limited - to Transmed Holding Limited in October 2024.

The loan notes were both issued on 14th April 2020. Terms and conditions were as set out below:

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

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

Terms and conditions of the bank loans are set out below:

Bank Loan Bank Loan

Principle amount £500,000 £300,000
Issue date 13th March 2023 10th July 2023
Redemption date 13th February 2024 1st March 2024
Interest 15% per annum 15% per annum
Premium N/A N/A

The loans have been repaid during the year end 2024 in line with their terms.

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.12.24 31.12.23
£    £   
Within one year 773,016 594,906
Between one and five years 2,962,733 2,286,970
In more than five years - 420,565
3,735,749 3,302,441

The company has no operating leases.

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

20. SECURED DEBTS

The following secured debts are included within creditors:

Group
31.12.24 31.12.23
£    £   
Bank loans - 800,000
Other loans - 1,890,259
Invoice discounting 2,344,387 2,120,774
Stock finance 250,460 1,264,079
2,594,847 6,075,112

Sellersfunding International Portfolio LTD has secured the bank loan by way of debenture over all assets of the Group. Charge dated 13 March 2023. This charge was satisfied on 25 October 2024.

SKG GP ii Limited held a fixed and floating charge which covers all the property and undertaking of the Group dated 5 May 2022. This charge was satisfied on 31 October 2024.

Connection Capital LLP holds two fixed and floating charges which covers all the property and undertaking of the Group, charges dated 14 April 2020 and 4 December 2017. These charges were satisfied on 31 October 2024 and 29 October 2024.

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

Santander UK PLC hold a fixed and floating charge which covers all the property and undertaking of the Group including equipment and stock. Charge dated 27 September 2018.

21. PROVISIONS FOR LIABILITIES

Group
31.12.24 31.12.23
£    £   
Deferred tax
Accelerated capital allowances 29,916 30,231

Group
Deferred
tax
£   
Balance at 1 January 2024 30,231
Credit to Income Statement during year (315 )
Balance at 31 December 2024 29,916

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

21. PROVISIONS FOR LIABILITIES - continued

The provision for deferred taxation is made up as follows:

2024 2023
£    £   

Accelerated capital allowances (29,916 ) (30,231 )
Short term timing differences - -

The Group's gross value of tax losses carried forward at the year end was £Nil (2023: £1,329,469).

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.24 31.12.23
value: £    £   
280,000 A Ordinary 1p 2,800 2,800
700,000 B Ordinary 1p 7,000 7,000
175,000 C Ordinary 1p 1,750 1,750
785,750 D Ordinary 1p 7,858 7,858
232 E Ordinary 1p 2 2
19,410 19,410

Share capital represents the nominal value of shares that have been issued. A, B and D ordinary shares carry voting rights and entitlement to dividends. C ordinary shares have no voting rights and entitlement to dividends. E ordinary shares carry no voting rights and have entitlement to dividends.

23. RESERVES

Group
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 January 2024 (6,317,959 ) 3,029,998 2,407,173 (880,788 )
Profit for the year 1,932,576 1,932,576
Currency translation (4,850 ) - - (4,850 )
At 31 December 2024 (4,390,233 ) 3,029,998 2,407,173 1,046,938

Company
Retained Share Other
earnings premium reserves Totals
£    £    £    £   

At 1 January 2024 (8,441,077 ) 3,029,998 2,407,173 (3,003,906 )
Deficit for the year (174,900 ) (174,900 )
At 31 December 2024 (8,615,977 ) 3,029,998 2,407,173 (3,178,806 )

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

23. RESERVES - continued

Retained earnings
Includes all current and prior periods retained profits and losses.

Share Premium
Represents the amount subscribed for ordinary share capital in excess of the nominal value and is net of expenses.

Other reserves
Pertains to the credit to equity in relation to the debt for equity swap in 2020.

24. PENSION COMMITMENTS

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £127,999 (2023 - £123,687). Contributions totalling £37,718 (2023 - £19,050) were payable to the fund at the balance sheet date and are included in creditors.

25. RELATED PARTY DISCLOSURES

The financial statements of all subsidiary companies are consolidated within these financial statements. The Group has therefore taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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

The loan notes due to Rowan Holdings 2022 Ltd (the parent company) totalling £2,032,295 have been cancelled in the year on the sale of the Rowan Group to Transmed Holding Limited (2023 - £1,890,259). Interest charged to the parent company on loan notes during the year totalled £142,036 (2023 - £168,000).

Associated companies

On 4 November 2024 a loan of $6,700,00 translated on that date with a rate of 1.3 to £5,153,847 was advanced by Transmed Holding Limited to Rowan International Limited. The loan is interest bearing based on 2% interest margin and the applicable Secured Overnight Financing Rate (SOFR) payable on a quarterly basis. At the year end date the interest due on the loan to the year end date was accrued, and the $ amount due was translated at the year end date with the balance due being £5,335,238. The maturity date is 4 November 2025.

During the year fees totalling £56,000 (2023: £Nil) were paid to Transmed Holding Limited.

Other related parties

Companies of close family:
During the year the Group has made sales of £Nil (2023: £42,697) to BA SP ehf. There was a trade debtor balance at the year end of £42,697 (2023: £42,697) due from BA SP ehf.

During the year the company has received services of £Nil (2023: £40,340) from BA SP ehf.

Rowan International Topco Limited (Registered number: 10842087)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2024

26. ULTIMATE CONTROLLING PARTY

The immediate parent company is Rowan Holdings 2022 Limited, a company registered in England and Wales.

The ultimate parent company is Transmed Holding Limited, a company incorporated and registered in Dubai. The parent company of the smallest group that includes the company and for which consolidated financial statements are prepared is Rowan International Topco Limited. The parent company of the largest group that includes the company and for which consolidated financial statements are prepared within the UK is Rowan Holdings 2022 Limited. Group accounts can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

The parent company of the largest group that includes the company and for which consolidated financial statements are prepared is Transmed Holding Limited. Group accounts can be obtained from Transmed Holding, Gate Village 4, Suite 201, Difc-Dubai, United Arab Emirates.