| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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. |
| 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 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: |
| 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. |
| for and on behalf of |
| 8 Winmarleigh Street |
| Warrington |
| Cheshire |
| WA1 1JW |
| 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 |
| 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 |
| CURRENT ASSETS |
| Debtors | 15 |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 22 |
| Share premium | 23 |
| Other reserves | 23 |
| Retained earnings | 23 | ( |
) | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
| 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 |
| 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 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | - |
| Balance at 31 December 2023 | ( |
) | ( |
) |
| Changes in equity |
| Total comprehensive income | - | ( |
) | - | ( |
) |
| Balance at 31 December 2024 | ( |
) | ( |
) |
| 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 |
| 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 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 |
| 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 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 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 |
| Tax | 75,918 | 26,515 |
| Prepayments and accrued income | 152,424 | 243,030 |
| 4,961,984 | 4,445,841 |
| 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 | - | - |
| 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 |
| 11,121,985 | 9,070,986 |
| 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: | £ | £ |
| A Ordinary | 1p | 2,800 | 2,800 |
| B Ordinary | 1p | 7,000 | 7,000 |
| C Ordinary | 1p | 1,750 | 1,750 |
| D Ordinary | 1p | 7,858 | 7,858 |
| 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 | ( |
) | (3,003,906 | ) |
| Deficit for the year | ( |
) | ( |
) |
| At 31 December 2024 | ( |
) | (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. |