Company registration number 11965323 (England and Wales)
ROCIALLE HEALTHCARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
ROCIALLE HEALTHCARE LIMITED
COMPANY INFORMATION
Directors
B Sitpaseuth Chen
J Lu
D Xu
M Guo
Y Yang
J Chaisumdet
Mr A J Stonehouse
(Appointed 21 May 2025)
Secretary
M Guo
Company number
11965323
Registered office
Ty Mynydd
Cwm Cynon Business Park
Mountain Ash
Wales
CF45 4ER
Auditor
Azets Audit Services
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
United Kingdom
CF23 8AB
ROCIALLE HEALTHCARE LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Notes to the financial statements
17 - 38
ROCIALLE HEALTHCARE LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

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

Review of business and financial key performance indicators

The business continued to focus on meeting our existing customers’ needs in a challenging environment, particularly in relation to high energy cost, increased component cost and employee costs uplift, along with the additional disruption due to continuous NHS strikes.

 

The Directors foresee those cost pressures continuing through 2025. A range of risk mitigation and development plans have been developed in relation to these issues and the Directors are confident that the business is well placed to withstand pressures.

 

The Directors were also mindful of the ever-changing landscape in relation to the healthcare industry. After acquisition of MidMeds Limited in late 2022, the company has bought Dene Healthcare Ltd at the beginning of 2023 which gives a strong presence in Primary care sector.

 

Analysis of the company performance is measured monthly. The directors observe the usual financial indicators of performance of turnover, gross margin, net margin, debtor days and stock turn and compare these measures against budgets. In addition, the directors produce management information that analyses customer and sales performance, stock ageing, market segmentation, supplier analysis and performance.

 

The directors consider the following to be key performance indicators of the business. Revenue for the year ended 31 December 2024 amounted to £53.9 million (2023: £51.7 million) . The profit before tax for the year ended 31 December 2024 amounted to £2.0 million (2023: £3.0 million). EBITDA is measured at £5.5 million (2023: £5.9 million).

 

The Directors expect the 2025 results to be stable.

ROCIALLE HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal Risks and Uncertainties

During the course of the 2024 period reported herein, the slow rise of activities in hospitals has been interrupted by NHS strikes during the year. Meanwhile, supply chain disruption continues to effect the business and operating costs of the business are unprecedented. The Directors have taken action to diversify the business into adjacent markets which will enable the business to spread risk and be less cost sensitive.

The Directors note that 2025 continues to bring significant challenges to the markets in which it operates due to the ongoing impact of global supply chain issues and NHS strikes. A range of risk mitigation and development plans have been developed in relation to these issues. The Directors are confident that the business is well placed to withstand these supply chain shocks and continue to take action to secure the long term growth of the business.

The company's operations expose it to a variety of financial risks that include the effects of exchange rate risk, credit risk, liquidity risk and commodity price risk.

The company has in place an informal risk management programme that seeks to limit the adverse effects on the financial performance of the company. Given the size of the company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the company's finance department.

Exchange rate risk

The company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates. The company uses foreign exchange forward contracts and other hedging products as recommended from time to time by its financial advisers to minimise these exposures.

Credit Risk

The company’s principal financial assets are bank balances and cash, trade and other receivables.

The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the Statement of Financial Position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of cash flows.

The company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Liquidity Risk

The company is exposed to liquidity risk.

During the current financial year the company has sufficient cash reserves and access to credit that will support the Board’s initiatives to grow international trading opportunities and develop new products and brands.

Commodity price risk

The company is exposed to commodity price risk. The company does not hedge to manage its exposure to commodity price risk due to cost benefit considerations.

ROCIALLE HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -

Section 172(1) Statement

 

The directors of Rocialle Healthcare Limited consider that we have acted in good faith and have made decisions in the way that we believe would be most likely to promote the success of the company and for the benefit of its members as a whole. Our plans were intended to have a positive, beneficial impact on the company over the mid to long term and to contribute to its continued success in our delivery of a high quality of product and service across the healthcare industry. In order to facilitate this approach we have identified each of our key stakeholder groups, evaluated their interests and considered how we have engaged with and responded to each group during the year.

                                

Employees

                

Our Senior Leadership Team is critical to the delivery of our plan. We have made efforts in finding, training and retaining an outstanding workforce, with a significant part of our Senior Leadership Team and management team having been promoted from within. This ensures a continuity of delivery and an inherent understanding by the team of the Company's desire for excellence in all that we do. Our people wish to work for an organisation with a strong commitment to ethical practices and compliance, whilst knowing that their views are recognised and acted upon. We endeavor to be a responsible employer in our approach to the pay and benefits our team members receive, while the health, safety and well-being of our team is a key consideration in how we operate.

 

Customers

                

In order to ensure we continue to maintain and provide the trusted products and service that our customers have come to expect from us, we continually seek to improve our sales processes. We have therefore continued with our programme of training and development for our Sales team, to ensure they deliver a high quality experience for all customers on a consistent basis. Regular feedback is provided through customer satisfaction surveys which is contributing to continual improvements where opportunities arise. Complaints are closely monitored and remedial actions are taken quickly where appropriate to retain customer goodwill. Our aim is to develop a strong relationship with our customers over the long term.

        

Suppliers

                

Engagement with our suppliers is also key to our success, and we seek to develop trusted long term, collaborative partnerships in order to facilitate improved performance. Communications with all suppliers are intended to be prompt, clear and responsive. We regularly meet and check on our suppliers to ensure that any issues or opportunities can be effectively considered in an open forum, while continuing to develop the relationship between us. We have adapted quickly to the changing needs of our clients over the course of the pandemic by utilising our existing supplier relationships, and expanding into new relationships. This continues to be a key focus for the business going forward.

 

Shareholders

                

As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they too may benefit from the successful delivery of our plan.

                    

Local community    

            

Our plans and strategies further consider the impact of our operations on the community and environment, as well as our wider social responsibilities, and in particular how we comply with environmental legislation and react promptly to local community concerns. Our intention is to behave responsibly and to ensure that the management operate the business in a responsible manner, recognising the high standards of business conduct and good governance expected for a business such as ours. We will also seek to continue to offer employment opportunities for local residents.    

Future developments

The Directors have put in place plans to augment existing business lines and expand into adjacent markets through organic growth aimed at diversifying away from its previous core activity. They are also examining acquisition opportunities in order to fill gaps in our existing offering and move into other healthcare markets.

ROCIALLE HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

On behalf of the board

Mr A J Stonehouse
Director
10 July 2025
ROCIALLE HEALTHCARE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

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

Principal activities

The principal activity of the group is to design, manufacture, market and distribute high quality medical products to both Acute, and Primary Care settings in the UK and International markets. In so doing the company provides its customers with effective healthcare solutions to improve efficiency and reduce infection.

With over 35 years’ experience in Acute care, the group serves almost every National Health Service Trust in the UK, as well as many private hospital groups, and by closely matching products and services to health providers’ needs, has gained a market leading position in the supply of Procedure Packs, Medical Packs, Single Use Instruments as well as Single Use Drapes and Gowns and other PPE products.

The company operates under Quality Management Systems externally certified to ISO 13485 and ISO 9001 as well as complying with the requirements of the EU Medical Device Directive.

Results and dividends

The results for the year are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S Loose
(Resigned 21 May 2025)
B Sitpaseuth Chen
J Lu
D Xu
M Guo
Y Yang
J Chaisumdet
Mr A J Stonehouse
(Appointed 21 May 2025)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The Directors are aware of the current guidelines on corporate and social responsibility. They are also cognisant of the benefits that are gained through employees gaining a broader understanding of the business in terms of creating a safe working environment and creating long term sustainability. The business has invested in the Health and Safety team and continues to focus on making the company’s premises a safe environment for all stakeholders.

The company consults and discusses with employees matters that are likely to affect them, as well as keeping them informed or wider factors affecting the business through briefings, the company intranet and notices.

Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the group will be put at a General Meeting.

ROCIALLE HEALTHCARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Energy and carbon report

The following figures make up our baseline reporting for 2024.

 

Scope 1 consumption and emissions relate to direct combustion of natural gas, and fuels utilised for

transportation operations, such as company cars and external vehicles.

 

Scope 2 consumption and emissions relate to indirect emissions relating to the consumption of purchased

electricity in day to day business operations.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
2,296,194
2,318,679
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
109.28
113.51
- Fuel consumed for owned transport
2.60
2.67
111.88
116.18
Scope 2 - indirect emissions
- Electricity purchased
351.77
351.64
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
-
-
Total gross emissions
463.65
467.82
Intensity ratio
Tonnes CO2e per £100,000
1.17
1.10
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2023 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £100,000 of revenue.

Measures taken to improve energy efficiency

Over the past year, the company has actively advanced its decarbonisation agenda. It generated over 300 MWh of electricity through its solar photovoltaic (PV) installations and decommissioned its electron beam sterilisation system in favour of a more energy-efficient alternative. Looking ahead, the company plans to expand its use of renewable energy with additional solar panel installations.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

ROCIALLE HEALTHCARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
On behalf of the board
Mr A J Stonehouse
Director
10 July 2025
ROCIALLE HEALTHCARE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

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

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

ROCIALLE HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ROCIALLE HEALTHCARE LIMITED
- 9 -
Opinion

We have audited the financial statements of Rocialle Healthcare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

ROCIALLE HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROCIALLE HEALTHCARE LIMITED
- 10 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

ROCIALLE HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ROCIALLE HEALTHCARE LIMITED
- 11 -

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Andrew Howells (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
10 July 2025
Chartered Accountants
Statutory Auditor
Ty Derw
Lime Tree Court
Cardiff Gate Business Park
Cardiff
South Glamorgan
United Kingdom
CF23 8AB
ROCIALLE HEALTHCARE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
Turnover
3
53,872,972
51,673,911
Cost of sales
(38,352,104)
(35,583,136)
Gross profit
15,520,868
16,090,775
Distribution costs
(920,632)
(860,235)
Administrative expenses
(12,706,048)
(12,327,834)
Other operating income
68,728
48,324
Operating profit
4
1,962,916
2,951,030
Interest receivable and similar income
8
62,649
98,493
Interest payable and similar expenses
9
(528)
-
0
Profit before taxation
2,025,037
3,049,523
Tax on profit
10
(1,662,345)
(1,392,967)
Profit for the financial year
362,692
1,656,556
Profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
ROCIALLE HEALTHCARE LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
19,865,735
22,290,147
Negative goodwill
11
(4,073,493)
(4,548,075)
Net goodwill
15,792,242
17,742,072
Other intangible assets
11
1,571,175
-
0
Total intangible assets
17,363,417
17,742,072
Tangible assets
12
18,264,900
18,106,481
35,628,317
35,848,553
Current assets
Stocks
15
9,515,065
10,218,737
Debtors
16
8,589,995
11,233,525
Cash at bank and in hand
8,659,557
11,758,588
26,764,617
33,210,850
Creditors: amounts falling due within one year
17
(12,706,052)
(20,342,819)
Net current assets
14,058,565
12,868,031
Total assets less current liabilities
49,686,882
48,716,584
Creditors: amounts falling due after more than one year
18
-
(48,324)
Provisions for liabilities
Deferred tax liability
20
919,874
263,944
(919,874)
(263,944)
Net assets
48,767,008
48,404,316
Capital and reserves
Called up share capital
23
100
100
Profit and loss reserves
48,766,908
48,404,216
Total equity
48,767,008
48,404,316
The financial statements were approved by the board of directors and authorised for issue on 10 July 2025 and are signed on its behalf by:
10 July 2025
Mr A J Stonehouse
Director
Company registration number 11965323 (England and Wales)
ROCIALLE HEALTHCARE LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 14 -
2024
2023
Notes
£
£
£
£
Fixed assets
Negative goodwill
11
(4,073,493)
(4,548,075)
Other intangible assets
11
1,571,175
-
0
Total intangible assets
(2,502,318)
(4,548,075)
Tangible assets
12
17,932,645
17,797,451
Investments
13
32,019,122
31,940,931
47,449,449
45,190,307
Current assets
Stocks
15
7,560,771
7,928,616
Debtors
16
5,768,187
8,462,132
Cash at bank and in hand
4,682,587
8,055,064
18,011,545
24,445,812
Creditors: amounts falling due within one year
17
(17,657,075)
(21,335,864)
Net current assets
354,470
3,109,948
Total assets less current liabilities
47,803,919
48,300,255
Creditors: amounts falling due after more than one year
18
-
(48,324)
Provisions for liabilities
Deferred tax liability
20
866,125
214,157
(866,125)
(214,157)
Net assets
46,937,794
48,037,774
Capital and reserves
Called up share capital
23
100
100
Profit and loss reserves
46,937,694
48,037,674
Total equity
46,937,794
48,037,774

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,099,980 (2023 - £1,025,757 profit).

The financial statements were approved by the board of directors and authorised for issue on 10 July 2025 and are signed on its behalf by:
10 July 2025
Mr A J Stonehouse
Director
Company registration number 11965323 (England and Wales)
ROCIALLE HEALTHCARE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
46,747,660
46,747,760
Year ended 31 December 2023:
Profit and total comprehensive income
-
1,656,556
1,656,556
Balance at 31 December 2023
100
48,404,216
48,404,316
Year ended 31 December 2024:
Profit and total comprehensive income
-
362,692
362,692
Balance at 31 December 2024
100
48,766,908
48,767,008
ROCIALLE HEALTHCARE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
100
47,011,917
47,012,017
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
1,025,757
1,025,757
Balance at 31 December 2023
100
48,037,674
48,037,774
Year ended 31 December 2024:
Profit and total comprehensive income
-
(1,099,980)
(1,099,980)
Balance at 31 December 2024
100
46,937,694
46,937,794
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
1
Accounting policies
Company information

Rocialle Healthcare Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Ty Mynydd, Cwm Cynon Business Park, Mountain Ash, Wales, CF45 4ER .

 

The group consists of Rocialle Healthcare Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

The ultimate parent undertaking that draws up the consolidated financial statements for the smallest and largest group of which Rocialle Healthcare Ltd is included is Zhende Medical Co. Ltd . The consolidated financial statements are available from the registered office. The registered office of Zhende Medical Co. Ltd is Gaobei Industrial Zone, Gaobu Town, Shaoxing, 312035 China.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Rocialle Healthcare Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -

Subsidiary audit exemption

The company has guaranteed the liabilities of the following subsidiaries outstanding as at the balance sheet date and as a result is exempt from audit under s479A Companies Act 2006.

Name

Registration Number

Principal activity

Holding %

Midmeds Limited

05440524

Medical supplies to primary care trusts

100%

 

Dene Healthcare Limited

05427785

Medical supplies and general surgery consumables

100%

 

The registered address of the subsidiaries is Ty Mynydd, Cwm Cynon Business Park, Mountain Ash, Wales, CF45 4ER.

 

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

 

Negative goodwill is included in the balance sheet and is credited to the profit and loss account in the periods in which the acquired non-monetary assets are recovered through depreciation or sale. Negative goodwill in excess of the fair values of the non-monetary assets acquired is credited to the profit and loss account in the periods expected to benefit

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Patents & licences
10 years straight line
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
50 years straight line
Leasehold land and buildings
10 years straight line
Plant and equipment
5-10 years straight line
Fixtures and fittings
25 years straight line
Computers
3-5 years straight line
Motor vehicles
5 years straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.21

Exceptional items

Items that are non-recurring or irregular, and material in size or non-operating in nature are presented as exceptional items in the income statement. The Directors are of the opinion that separate recording of exceptional items provides helpful information about the Company's underlying business performance.

2
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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Stock provision

The company’s products are subject to fluctuations in customer demand. Due to the nature of manufacturing lead times of goods, it is necessary to estimate demand ahead of the time goods are required by customers to meet the shorter timescales expected when making orders for delivery. As a result, it is necessary to consider the recoverability of the cost of inventory and the associated provisioning required. When calculating the inventory provision, management considers the nature and condition of the inventory, as well as applying assumptions around anticipated demand for finished goods and the future usage of raw materials. See note 15 for the net carrying amount of inventory and associated provision.

Accruals

Accruals contain certain items that require managements best estimate of the timing of cashflow and costs that could be incurred based on contractual requirements.

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
53,872,972
51,673,911
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
51,581,215
49,770,055
Europe
2,155,351
1,730,004
Rest of the world
136,406
173,852
53,872,972
51,673,911
2024
2023
£
£
Other revenue
Interest income
62,649
98,493
Grants received
48,324
48,324
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(218,122)
(27,561)
Research and development costs
48,395
45,205
Government grants
(48,324)
(48,324)
Depreciation of owned tangible fixed assets
1,236,501
947,492
Loss on disposal of tangible fixed assets
841
157
Amortisation of intangible assets
2,800,382
2,493,915
Release of negative goodwill
(474,582)
(474,582)
Operating lease charges
172,629
150,265
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
45,000
44,500
Audit of the financial statements of the company's subsidiaries
20,000
20,000
65,000
64,500
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Auditor's remuneration
(Continued)
- 27 -
For other services
Taxation compliance services
11,000
9,000
Other taxation services
5,850
11,625
Services relating to corporate finance transactions
-
6,200
16,850
26,825
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Administrative
123
125
73
70
Production
88
118
88
118
Sales and Distribution
96
98
96
98
Total
307
341
257
286

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
8,325,025
8,833,632
6,642,530
7,111,600
Social security costs
712,120
728,835
568,487
595,817
Pension costs
245,137
267,876
207,901
217,663
9,282,282
9,830,343
7,418,918
7,925,080
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
297,155
308,962
Company pension contributions to defined contribution schemes
21,454
18,845
318,609
327,807

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023 - 2).

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 28 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
174,968
189,409
Company pension contributions to defined contribution schemes
16,284
15,097
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
62,649
98,493
9
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
528
-
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,020,811
713,363
Adjustments in respect of prior periods
(15,117)
17,925
Total current tax
1,005,694
731,288
Deferred tax
Origination and reversal of timing differences
34,168
115,799
Adjustment in respect of prior periods
622,483
545,880
Total deferred tax
656,651
661,679
Total tax charge
1,662,345
1,392,967
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 29 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
2,025,037
3,049,523
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
506,259
717,263
Tax effect of expenses that are not deductible in determining taxable profit
(31,069)
906
Tax effect of income not taxable in determining taxable profit
-
0
(71,643)
Adjustments in respect of prior years
-
0
553,743
Effect of change in corporation tax rate
7,249
6,830
Group relief
(39,204)
87,915
Permanent capital allowances in excess of depreciation
-
0
1,433
Amortisation on assets not qualifying for tax allowances
584,479
586,589
Other permanent differences
-
0
1,828
Under/(over) provided in prior years
(15,117)
78,950
Deferred tax adjustments in respect of prior years
622,483
(569,768)
Other
27,265
-
0
Enhanced allowances
-
0
(1,079)
Taxation charge
1,662,345
1,392,967
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Patents & licences
Total
£
£
£
£
Cost
At 1 January 2024
24,939,146
(6,472,912)
-
0
18,466,234
Additions and acquisitions
201,395
-
0
1,745,750
1,947,145
At 31 December 2024
25,140,541
(6,472,912)
1,745,750
20,413,379
Amortisation and impairment
At 1 January 2024
2,648,999
(1,924,837)
-
0
724,162
Amortisation charged for the year
2,625,807
(474,582)
174,575
2,325,800
At 31 December 2024
5,274,806
(2,399,419)
174,575
3,049,962
Carrying amount
At 31 December 2024
19,865,735
(4,073,493)
1,571,175
17,363,417
At 31 December 2023
22,290,147
(4,548,075)
-
0
17,742,072
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
11
Intangible fixed assets
(Continued)
- 30 -
Company
Goodwill
Negative goodwill
Patents & licences
Total
£
£
£
£
Cost
At 1 January 2024
-
0
(6,472,912)
-
0
(6,472,912)
Additions
123,204
-
0
1,745,750
1,868,954
At 31 December 2024
123,204
(6,472,912)
1,745,750
(4,603,958)
Amortisation and impairment
At 1 January 2024
-
0
(1,924,837)
-
0
(1,924,837)
Amortisation charged for the year
123,204
(474,582)
174,575
(176,803)
At 31 December 2024
123,204
(2,399,419)
174,575
(2,101,640)
Carrying amount
At 31 December 2024
-
0
(4,073,493)
1,571,175
(2,502,318)
At 31 December 2023
-
0
(4,548,075)
-
0
(4,548,075)

The carrying amount of group goodwill is £19,865,735 and the remaining amortisation period is 9 years.

 

The carrying amount of company goodwill has been assessed by the directors as appropriate to fully amortise in one year.

 

The directors have treated negative goodwill in accordance with FRS 102. The remaining amortisation period is 9 years.

 

A 10 year time period has been assessed by the directors as a reasonable time period for the amortisation of the patents and licences. The remaining amortisation period is 9 years.

 

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2024
10,003,263
123,275
4,456,774
2,608,608
2,846,565
1,096,717
78,464
21,213,666
Additions
553,000
7,339
327,779
168,861
195,041
54,867
131,622
1,438,509
Disposals
-
0
-
0
-
0
-
0
-
0
-
0
(71,545)
(71,545)
Transfers
-
0
-
0
(4,769,312)
4,769,312
-
0
-
0
-
0
-
0
At 31 December 2024
10,556,263
130,614
15,241
7,546,781
3,041,606
1,151,584
138,541
22,580,630
Depreciation and impairment
At 1 January 2024
581,063
27,092
-
0
1,197,912
460,250
818,874
21,994
3,107,185
Depreciation charged in the year
179,315
25,438
-
0
496,247
367,510
143,904
24,087
1,236,501
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
-
0
-
0
(27,956)
(27,956)
At 31 December 2024
760,378
52,530
-
0
1,694,159
827,760
962,778
18,125
4,315,730
Carrying amount
At 31 December 2024
9,795,885
78,084
15,241
5,852,622
2,213,846
188,806
120,416
18,264,900
At 31 December 2023
9,422,200
96,183
4,456,774
1,410,696
2,386,315
277,843
56,470
18,106,481
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
12
Tangible fixed assets
(Continued)
- 32 -
Company
Freehold land and buildings
Assets under construction
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2024
10,003,263
4,456,774
2,601,408
2,663,075
1,074,618
71,545
20,870,683
Additions
553,000
327,779
168,861
181,413
54,867
86,090
1,372,010
Disposals
-
0
-
0
-
0
-
0
-
0
(71,545)
(71,545)
Transfers
-
0
(4,769,312)
4,769,312
-
0
-
0
-
0
-
0
At 31 December 2024
10,556,263
15,241
7,539,581
2,844,488
1,129,485
86,090
22,171,148
Depreciation and impairment
At 1 January 2024
581,063
-
0
1,197,912
453,389
818,874
21,994
3,073,232
Depreciation charged in the year
179,315
-
0
496,247
359,160
143,904
14,601
1,193,227
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
-
0
(27,956)
(27,956)
At 31 December 2024
760,378
-
0
1,694,159
812,549
962,778
8,639
4,238,503
Carrying amount
At 31 December 2024
9,795,885
15,241
5,845,422
2,031,939
166,707
77,451
17,932,645
At 31 December 2023
9,422,200
4,456,774
1,403,496
2,209,686
255,744
49,551
17,797,451
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
32,019,122
31,940,931
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
31,940,931
Additions
78,191
At 31 December 2024
32,019,122
Carrying amount
At 31 December 2024
32,019,122
At 31 December 2023
31,940,931
14
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Midmeds Limited
Ty Mynydd, Cwm Cynon Business Park, Mountain Ash, Wales, CF45 4ER
Ordinary share capital
100.00
Dene Healthcare Limited
Ty Mynydd, Cwm Cynon Business Park, Mountain Ash, Wales, CF45 4ER
Ordinary share capital
100.00
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
3,680,008
4,038,114
2,721,562
2,783,069
Work in progress
205,647
179,459
185,959
179,459
Finished goods and goods for resale
5,629,410
6,001,164
4,653,250
4,966,088
9,515,065
10,218,737
7,560,771
7,928,616

Inventories are stated after provisions for impairment of £821,403 (2023: £959,177).

ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 34 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
6,857,224
6,060,771
4,816,475
3,871,764
Corporation tax recoverable
-
0
1,689,988
-
0
1,689,988
Amounts owed by group undertakings
-
4,756
46,639
83,258
Other debtors
617,677
2,496,712
540,770
2,469,879
Prepayments and accrued income
1,062,333
949,421
311,542
315,366
8,537,234
11,201,648
5,715,426
8,430,255
Deferred tax asset (note 20)
52,761
31,877
52,761
31,877
8,589,995
11,233,525
5,768,187
8,462,132

Trade debtors are stated after provisions for impairment of £16,722 (2023: £17,658 ).

17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
19
8,000,000
15,000,000
8,000,000
15,000,000
Trade creditors
319,185
1,346,676
(443,730)
240,876
Amounts owed to group undertakings
404,405
244,407
7,628,786
3,744,407
Corporation tax payable
610,811
711,266
-
0
-
0
Other taxation and social security
1,556,312
1,816,699
1,175,067
1,510,777
Deferred income
21
48,324
89,681
48,324
48,324
Other creditors
633,687
142,640
418,122
89,549
Accruals and deferred income
1,133,328
991,450
830,506
701,931
12,706,052
20,342,819
17,657,075
21,335,864
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Deferred income
21
-
0
48,324
-
0
48,324
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Loans from group undertakings
8,000,000
15,000,000
8,000,000
15,000,000
Payable within one year
8,000,000
15,000,000
8,000,000
15,000,000

 

There are no fixed repayment terms for the loans provided. The loans are repayable on demand. No interest is applied ot the loan.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
919,874
263,944
-
-
Tax losses
-
-
95
-
Other short term timing differences
-
-
52,666
31,877
919,874
263,944
52,761
31,877
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated capital allowances
866,125
214,157
-
-
Tax losses
-
-
95
-
Other short term timing differences
-
-
52,666
31,877
866,125
214,157
52,761
31,877
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
232,067
182,280
Charge to profit or loss
635,046
631,084
Liability at 31 December 2024
867,113
813,364
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Deferred taxation
(Continued)
- 36 -

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

21
Deferred income
Group
Company
2024
2023
2024
2023
£
£
£
£
Arising from government grants
48,324
96,648
48,324
96,648
Other deferred income
-
41,357
-
-
48,324
138,005
48,324
96,648

Deferred income is included in the financial statements as follows:

Current liabilities
48,324
89,681
48,324
48,324
Non-current liabilities
-
0
48,324
-
0
48,324
48,324
138,005
48,324
96,648
22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
245,137
267,876

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 37 -
24
Acquisition of a business

On 3 January 2024 the group acquired the trade and trading assets of Ward Mobility.

Fair Value
Net assets acquired
£
NHS licence
1,745,750
Property
553,000
Motor vehicle
6,250
Trading stock
20,000
Total identifiable net assets
2,325,000
Goodwill
123,204
Total consideration
2,448,204
The consideration was satisfied by:
£
Cash
2,448,204
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
1,209,485
Profit after tax
192,839

The goodwill arising on the acquisition of the business is attributable to the anticipated profitability of the distribution of the company's products in new markets.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
178,092
26,436
125,652
-
Between two and five years
295,844
-
295,844
-
473,936
26,436
421,496
-
ROCIALLE HEALTHCARE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 38 -
26
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2024
2023
2024
2023
£
£
£
£
Acquisition of tangible fixed assets
15,241
211,162
15,241
211,162
27
Related party transactions
Transactions with related parties

 

Zhende Medical Co. Ltd is the 100% owner of New Beginnings Investment (Hong Kong) Co Ltd. New Beginnings Investment (Hong Kong) Co Ltd owns 55% of the issued share capital of Rocialle Healthcare Ltd.

 

Multigate Medical Products UK Ltd owns 45% of the issued share capital of Rocialle Healthcare Limited.

 

During 2024, purchases were made from Zhende Medical Co. Ltd of £3,728,756 (2023 - £4,849,004). The related payable at the year end was £404,405 (2023 - £244,407).

 

The company also made purchases from Shaoxing Fuqing Health Products Co Ltd of £1,664,125 (2023 - £1,026,226). The related payable at the year end was £299,162 (2023 - £52,497). Shaoxing Fuqing Health Products Co Ltd is a joint venture of Multigate Medical Products UK Ltd.

 

The company has two 100% owned subsidiaries, Midmeds Limited and Dene Healthcare Limited.

 

The company was also in receipt of loans in 2022 to facilitate the future purchase of a trading entity. £6,050,000 was advanced to the company from Zhende Medical Co. Ltd . £4,950,000 was advanced to the company from Multigate Medical Products UK Ltd. No interest was chargeable on the loans and the amounts are repayable in less than one year. At 31 December 2024 the balances were £4,400,000 and £3,600,000 respectively.

28
Controlling party

The immediate parent undertaking is New Beginning Investment (Hong Kong) Co. Ltd, a company incorporated in Hong Kong.

 

The ultimate parent undertaking that draws up the consolidated financial statements for the smallest and largest group of which Rocialle Healthcare Ltd is included is Zhende Medical Co. Ltd . The consolidated financial statements are available from the registered office. The registered office of Zhende Medical Co. Ltd is Gaobei Industrial Zone, Gaobu Town, Shaoxing, 312035 China.

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