| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| Rowan International Bidco Limited |
| REGISTERED NUMBER: |
| Strategic Report, Report of the Directors and |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| Rowan International Bidco Limited |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Contents of the Financial Statements |
| for the Year Ended 31 December 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 5 |
| Income Statement | 9 |
| Other Comprehensive Income | 10 |
| Balance Sheet | 11 |
| Statement of Changes in Equity | 12 |
| Notes to the Financial Statements | 13 |
| Rowan International Bidco Limited |
| Company Information |
| for the Year Ended 31 December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 8 Winmarleigh Street |
| Warrington |
| Cheshire |
| WA1 1JW |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Strategic Report |
| for the Year Ended 31 December 2024 |
| The directors present their strategic report for the year ended 31 December 2024. |
| REVIEW OF BUSINESS, PRINCIPAL ACTIVITY AND FUTURE DEVELOPMENTS |
| The Statement of Comprehensive Income shows a profit for the year after taxation amounting to £1,885,031 (2023 loss of £169,286). |
| Ownership of Rowan International Bidco Limited's parent company transferred on 29th October 2024 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. |
| As a consequence of the change in ownership the liability under the Loan Notes issued on 14th April 2020 was extinguished and the carrying value was written off. |
| Rowan International Bidco Limited's principal activity is that of a non-trading intermediary holding company. |
| Its subsidiary undertaking, Rowan International Limited, is a market leading wholesaler and distributor of FMCG residual stocks in the UK and Europe. |
| Rowan International Bidco Limited is expected to remain a non-trading intermediary holding company for the foreseeable future. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risks facing Rowan International Bidco Limited relate broadly to the performance of its subsidiary undertaking Rowan International Limited. The directors manage these risks by regularly monitoring the on-going performance of its subsidiary undertakings. |
| ON BEHALF OF THE BOARD: |
| 14 May 2025 |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Report of the Directors |
| for the Year Ended 31 December 2024 |
| The directors present their report with the financial statements of the company 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. |
| Other changes in directors holding office are as follows: |
| DISCLOSURE IN THE STRATEGIC REPORT |
| As permitted by the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' report have been omitted as they are included in the Strategic Report. These matters relate to the principal risks and uncertainties that it faces and future developments. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information. |
| Rowan International Bidco Limited (Registered number: 11011748) |
| 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: |
| Report of the Independent Auditors to the Members of |
| Rowan International Bidco Limited |
| Opinion |
| We have audited the financial statements of Rowan International Bidco Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 company 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 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 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 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 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 Bidco Limited |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the 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 three, 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 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 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 Bidco 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, including review of relevant nominal ledger accounts. |
| 2 - We obtained an understanding of laws, regulations and guidance that affect the Company, focusing on those that had a direct effect on the financial statements or that had a fundamental effect on its operations. Key laws, regulations and guidance that we identified included the Companies Act 2006. |
| 3 - We enquired of management and those charged with governance to identify any instances of non-compliance with laws and regulations. |
| 4 - We reviewed the Company's financial statement disclosures and agreed to supporting documentation to assess compliance with the applicable laws and regulations discussed above. |
| 5 - We gained an understanding of the controls that management have in place to prevent and detect fraud. We enquired of management about any incidences of fraud that had taken place during the accounting period. |
| 6 - The risk of fraud and non-compliance with laws and regulations was discussed within the audit team and tests were planned and performed to address these risks. |
| 7 - In addressing the risk of fraud due to management override of controls, we performed testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
| 8 - We also challenge management assumptions with regard to accounting estimates. |
| Despite appropriate planning and performing our work in accordance with International Auditing Standards, there are always inherent limitations that non-compliance is not detected. Non-compliance with laws and regulations is often further removed from the events and transactions reflected in the financial statements and material misstatements due to fraud can be deliberately concealed from auditors, for example through misrepresentation, forgery or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Rowan International Bidco 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 |
| 8 Winmarleigh Street |
| Warrington |
| Cheshire |
| WA1 1JW |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Income Statement |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| TURNOVER |
| Administrative expenses | ( |
) |
| - | (1,286 | ) |
| Other operating income |
| OPERATING PROFIT/(LOSS) | ( |
) |
| Income from fixed asset investments |
| 2,087,671 | (1,286 | ) |
| Interest payable and similar expenses | 5 | ( |
) | ( |
) |
| PROFIT/(LOSS) BEFORE TAXATION | ( |
) |
| Tax on profit/(loss) | 6 | ( |
) |
| PROFIT/(LOSS) FOR THE FINANCIAL YEAR |
( |
) |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Other Comprehensive Income |
| for the Year Ended 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| PROFIT/(LOSS) FOR THE YEAR | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Balance Sheet |
| 31 December 2024 |
| 31.12.24 | 31.12.23 |
| Notes | £ | £ |
| CURRENT ASSETS |
| Debtors | 8 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 9 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year |
10 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 13 |
| Capital redemption reserve | 14 |
| Retained earnings | 14 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Statement of Changes in Equity |
| for the Year Ended 31 December 2024 |
| Called up | Capital |
| share | Retained | redemption | Total |
| capital | earnings | reserve | equity |
| £ | £ | £ | £ |
| Balance at 1 January 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31 December 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Rowan International Bidco Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going concern |
| At the time of approving the financial statements the directors, having taken into account the trading position of the subsidiary company 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 company 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. |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows; |
| • | the requirement of paragraph 3.17(d); |
| • | the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); |
| • | the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A; |
| • | the requirement of paragraph 33.7. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Rowan International Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Rowan International Topco Limited, Endeavour House, Endeavour Drive, Festival Leisure Park, Basildon, Essex, England SS14 3WF. |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the 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 company'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: |
| Investment in subsidiary undertakings - The directors of the Company consider annually whether there are indicators that the prior impairment loss on investments has subsequently reversed. In carrying out the exercise the directors make estimate of the 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. This is then compared to the carrying value to determine if any impairment should be reversed. |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the 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. |
| Financial instruments |
| The company enters into non-basic and 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 constitutes 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 the 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 statement of comprehensive income. |
| For financial assets measured at amortised cost, the impairment loss is measured as the difference between an 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 the best estimate of the recoverable amount, which is an approximation of the amount that the Company 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 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. |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| Taxation and deferred tax |
| Tax is recognised in the statement of comprehensive income 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 operates and generates 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. |
| 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. |
| Valuation of investments |
| Investments in subsidiaries are measured at cost less accumulated impairment. |
| Interest income |
| Interest income is recognised in the Statement of comprehensive income using the effective interest method. |
| Finance costs |
| Finance costs are charged to the Statement of comprehensive income 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 Statement of comprehensive income in the year in which they are incurred. |
| 3. | EMPLOYEES AND DIRECTORS |
| The Company has no employees other than the directors. |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Directors' remuneration |
| 4. | EXCEPTIONAL ITEMS |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Exceptional items | 2,032,295 | - |
| 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 10 - 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. |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Interest payable on loan notes |
| 6. | 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 |
| Tax on profit/(loss) |
| UK corporation tax has been charged at 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/(loss) before tax | ( |
) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of |
( |
) |
| Effects of: |
| Expenses not deductible for tax purposes | ( |
) |
| Utilisation of tax losses |
| Adjustments to tax charge in respect of previous periods |
| Group relief | 1,295 | - |
| Movement in deferred tax not recognised | (194,539 | ) | - |
| Total tax charge | 55,426 | - |
| 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. |
| 7. | FIXED ASSET INVESTMENTS |
| The company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Registered office: England and Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 7. | FIXED ASSET INVESTMENTS - continued |
| Registered office: England and Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: England and Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: England and Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: England and Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: England and Wales |
| Nature of business: |
| % |
| Class of shares: | holding |
| Registered office: Italy |
| Nature of business: |
| % |
| Class of shares: | holding |
| The registered office of the entities incorporated in England and Wales is Endeavour House, Endeavour Drive, Festival Leisure Park, Basildon, Essex, SS14 3WF. |
| The registered office of the entity incorporated in Italy is Corso Vercelli, 40, 20145, Milan, Italy. |
| The only direct holding is VSL Group Holdings Limited. |
| In 2020, management decided to fully impair the cost of investments amounting to £4,028,415 for two reasons: 1) the historical losses; and 2) the directors have formed a judgement based on budgets, profit and cashflow forecasts that the balance is not recoverable. |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other debtors |
| 9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Accruals and deferred income |
| Amounts owed to group undertakings are non-interest bearing and are repayable on demand. |
| 10. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other loans (see note 11) |
| 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. |
| 11. | LOANS |
| An analysis of the maturity of loans is given below: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Amounts falling due between one and two years: |
| Other loans - 1-2 years | - |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 12. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Other loans |
| Other loans were secured by way of a first fixed and floating charge over all assets. This was satisfied on 29 October 2024. |
| SKG GP ii Limited held a fixed and floating charge which covers all the property and undertaking of the company Charge number .110117480005 dated 5 May 2022. This charge was satisfied on 31 October 2024. |
| Connection Capital LLP held a fixed and floating charge which covers all the property and undertaking of the company. Charge number 110117480004 dated 14 April 2020 and charge number 110117480002 dated 4 December 2017. These charges were satisified on 29 October 2024. |
| Santander UK PLC hold a fixed and floating charge which covers all the property and undertaking of the company including equipment and stock. Charge number 110117480003 dated 27 September 2018. |
| 13. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.12.24 | 31.12.23 |
| value: | £ | £ |
| Ordinary £1 | £1 | 1 | 1 |
| Share capital represents the nominal value of shares that have been issued. The shares carry voting rights and an entitlement to dividends. |
| 14. | RESERVES |
| Capital |
| Retained | redemption |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2024 | ( |
) | (2,576,509 | ) |
| Profit for the year |
| At 31 December 2024 | ( |
) | (691,478 | ) |
| Retained earnings |
| Includes all current and prior period retained profits and losses. |
| Capital redemption reserve |
| Capital redemption reserve include credits to equity in relation to the waiver in a previous year of the Company's loan note liability due to it's parent Company. |
| 15. | RELATED PARTY DISCLOSURES |
| The Company has elected to take the exemption outlined at FRS102 33.1A from disclosing related party transactions between wholly owned subsidiaries within the group. |
| Rowan International Bidco Limited (Registered number: 11011748) |
| Notes to the Financial Statements - continued |
| for the Year Ended 31 December 2024 |
| 16. | CONTROLLING PARTY |
| The immediate parent company is Rowan International Topco 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. |