The directors present the strategic report for the year ended 31 December 2024. The directors aim to present a balanced and comprehensive review of the development and performance of the Company's business during the year and its position at the year end. The review is consistent with the size and nature of the business and is written in the context of the risks and uncertainties that the Company faces.
The results for the year and financial position of the Group are as shown in the annexed financial statements.
The priorities for the Group remain being focussed on maintaining a profitable trading position and ensuring the health and wellbeing of all colleagues, together with supporting future growth aspirations with investment into infrastructure.
The Group continues to seek opportunities in line with its vision of enabling its customers to manage data through world class memory and storage solutions.
The trading environment stabilised in 2024 and there was greater pricing stability throughout the period which helped create more predictability throughout the channel. The memory and storage manufacturers sought to balance supply and demand better, and this allowed confidence to be restored.
Partly as a result of these macro factors the company was able to enjoy a strong growth in revenue (33%) and gross profit (12.8%). The growth in revenue was specifically driven by enterprise SSD and server DRAM segments. There was increased demand on these products which helped to increase revenue of server and enterprise products significantly. This growth was partly offset by a decline in the industrial segment performance.
This growth resulted in a reduction in margin, declining from 15% in 2023 to 13% in 2024. There was also an increase in operating costs firstly, as a result of the market conditions, more inventory was held to take advantage of the pricing environment, predominantly during the first 3 quarters of the year. This had the impact of increasing borrowing costs as the company utilised it’s invoice discounting facility to purchase stock, resulting in higher interest payments. Secondly the company carried out anticipated investment in people and infrastructure. Specifically, the company looked to develop it’s commercial team to respond to the growing opportunity in higher margin customer segments.
The Group continued to experience challenges brought about by the ongoing political uncertainty globally, and continued inflationary pressure.
The Group remains committed to reducing its impact on the environment and is taking robust action to meet the objectives of the 2015 Paris Agreement and the UK’s Net Zero 2050 policy.
The current approach is to fully offset its annual emissions using verified UK-based offsets involving afforestation projects. This has been completed for 2019 to 2024, and therefore the Group was Carbon Net Zero in these years.
In the meantime, the Group will continue to implement annual decarbonisation action plans. The current focus is on energy efficiency and behaviour change, the electrification of heat and hot water, and the deployment of renewable energy.
The Group is also evaluating applying for B Corp certification based on it’s strong focus and results in these areas.
The directors are extremely proud of the Group’s performance in 2024, given the huge amount of global uncertainty and external challenges that exist. The directors’ belief is that the Group's performance continues to exceed that of its competitors, which is reflective of the Group’s close relationship with their key suppliers, trusted status with customers and skilled and committed workforce.
The Group’s board of directors continues to work closely with the Executive leadership team in developing and evolving its strategic business plan, ensuring strong governance and providing a platform to deliver consistent profitable growth.
The directors consider the principal risks faced by the Group to include the significant global political and economic uncertainty which could have destabilising effects on the company’s suppliers based on potential trade tariffs and technology policy shifts. There also remains liquidity risk, currency risk and credit risk set out below.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group finances its operations through a mixture of retained profits together with additional funding being by means of secured bank borrowings against trade debtors and directors' loan.
Currency risk
The Group seeks to minimise its exposure to fluctuations in exchange rates by taking out forward currency contracts to hedge against foreign currency denominated commitments. The Group’s policy is to enter into forward currency contracts for all such commitments immediately those purchase commitments are made. At the year end all non-sterling purchase commitments were hedged by foreign currency contracts and currency balances held at bank.
Credit risk
The Group’s principal financial assets are trade debtors. The credit risk arising from these balances is mitigated by strict credit management and insurance cover.
The Group's policy throughout the period has been to monitor exposure to each of these risks through the directors’ and management's day to day control of the business.
Inventory risk
The Group has policies and procedures for managing its inventory, within the resources available to it, in line with anticipated movements in market supply and demand.
Future developments
The Group will continue to develop and grow the breadth of its information technology product and service offering in existing and new markets by the continued enhancement of its customer service facilities coupled with the continued improvement of its logistical operations.
The Group monitors financial key performance indicators to determine the progress and performance of the Group in relation to, inter alia, return on investment, working capital requirement, profitability, stock turn, debtor and creditor days and also non-financial key performance indicators in customer spread, book to bill ratios, stock availability for next day delivery and stock returns.
Engagement with employees
The Group is committed to keeping employees informed of its performance, development and progress through its established system of appraisals by management and widely distributed news and information bulletins.
Disabled employees
The Group’s aim is to meet the objectives of the code of good practice on the employment of disabled people. Full and fair consideration is given to disabled applicants for employment and training, and career development is encouraged on the basis of their aptitude and abilities. It remains Group policy to retain employees who become disabled whilst in its service and to provide specialised training where appropriate.
Engagement with suppliers, customers and others
During the period the Group worked extensively to strengthen its supplier and customer relationships, as ensuring that the Group maintains an efficient and effective supply chain is critical to its long term success.
Customer retention was improved across our customer segments through careful relationship and investment in customer experience, and the Group continues to build on its business relationships in all areas; to promote best practice, increase efficiencies, and secure long term, sustainable success.
Post balance sheet events
There have been no significant events affecting the Group since the year end.
Directors' statement of compliance with duty to promote the success of the Group
This statement is intended by the Board of Directors to set out how they have approached and met their responsibilities under s172(1)(a) to (f) of the Companies Act 2006 in the financial period ending 31 December 2024.
Stakeholders of the Group include employees, shareholders, customers, suppliers, creditors of the business and the community in which it operates.
The directors’, both individually and collectively, consider that they have acted in good faith to promote the success of the Group for the benefit of its stakeholders as a whole (having regard to the matters set out in s172 of the Act) in the decisions taken during the period. In particular:
To ensure the Board take account of the likely consequences of their decisions in the long term, they receive regular and timely information on all the key areas of the business including financial performance, operational matters, health & safety, environmental reports, risks and opportunities - all supported by Key Performance Indicators (KPIs). The Group's performance and progress is also reviewed regularly at Board and senior management meetings.
The Group’s employees are fundamental to the success of the business. The directors understand that it is critical to engage with and understand their views and to ensure that all employees’ interests are considered. To strengthen employee engagement, the directors’ promote and encourage all employees to raise any concerns or suggestions with senior management without hesitation. During the period, the Group continued to invest in its departmental resources and I.T infrastructure to further support and enhance the working environment for its employees.
The Group's customers and suppliers are also fundamental to the success of the business and as a leading supplier of information technology products in the UK, it is essential that the Group maintains its reputation for high quality product, sustainability and high standards of business conduct. The Group strives to continually improve and strengthen its supply chain, products and customer service for the mutual benefit of all of its stakeholders.
The directors take environmental matters into deep consideration as part of their decision-making process and strive to be a responsible member of the local and wider community, minimising the Group’s impact on the environment wherever possible, and working hard to help their own customers reduce their impact too.
The directors’ intentions are to behave responsibly toward all stakeholders and treat them fairly and equally, so that they all benefit from the long-term success of the Group.
The directors’ have overall responsibility for determining the Company’s purpose, values and strategy and for ensuring high standards of governance. The primary aim of the directors’ is to promote the long-term sustainable success of the Company, generating value for stakeholders and contributing to the wider society. Throughout 2025, the Board will continue to review and challenge how the company can improve engagement with its employees and other stakeholders.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2024.
The results for the year are set out on page 11.
Ordinary dividends were paid amounting to £120,000. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The methodology underlying this report was the Greenhouse Gas (GHG) Protocol Corporate Standards. This summary is based on the mandatory requirements of HM Government Environmental Reporting Guidelines including Streamlined Energy and Carbon Reporting (SECR) guidance, March 2019.
All emissions were calculated using the UK Government emissions factors for the corresponding year.
The GHG intensity of our operations for the year was 0.47 tCO2e / employee.
Calculated as: electricity + Scope 1 and 3 business travel emissions / employees as disclosed in the financial statements.
The Group has solar PV panels which have avoided 22,042 kWh of grid power. The annual electricity demand has increased year-on-year by 21%. This is primarily due to increased EV charging.
Fuel for transport remains static due to the use of a single remaining fleet vehicle. In general there has been a shift from ICE vehicles to EVs for business use, hence the increase in the consumption of grid electricity.
We annually compile a comprehensive Scope 1, 2 and 3 emissions inventory in line with the GHG Protocol to track our progress in managing GHG emissions.
We have audited the financial statements of Rorke Holdings 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, the group statement of cash flows, the company statement of cash flows 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).
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedure included the following:
We obtained an understanding of the legal and regulatory frameworks applicable to the Group and the Company and the sector in which they operate. We determined that the following laws and regulations were most significant: Companies Act 2006, UK corporate tax laws, health and safety laws and employment law.
We obtained an understanding of how the Group and the Company are complying with those legal and regulatory frameworks by making inquiries to the management the Group and the Company. We corroborated our inquires through our review of certificates obtained and procedures in place through systems testing.
We assessed the susceptibility the Group and the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the Group and the Company's engagement team included:
Identifying and assess the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgment made by management in its significant accounting estimates;
Identifying and testing journal entries, in particular any journal entries posted at unexpected times and by unauthorised persons; and
Assessing the extent of compliance with the relevant laws and regulations.
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.
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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £120,000 (2023 - £129,000 profit).
Rorke Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Chavereys Limited, The Goods Shed, Jubilee Way, Faversham, Kent, England, ME13 8GD.
The group consists of Rorke Holdings Limited and all of its subsidiaries.
The principal activity of the Company in the year under review was to act as the Holding Company of Simms International Plc.
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, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Rorke Holdings 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.
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.
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.
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.
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.
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.
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.
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, 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, 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.
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.
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.
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, 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.
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.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
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.
Invoice discounting
The company is able to raise finance secured against approved trade debtors. On the basis that the benefits and risks attaching to the debts remain with the Company, a separate presentation has been adopted. On this basis the gross debts are included as an asset within the trade debtors and the proceeds received are included within bank loans and overdrafts as a liability.
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 average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
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:
Details of the company's subsidiaries at 31 December 2024 are as follows:
An impairment charge of £3,738 (2023: charge of £3,892) was recognised in cost of sales against stock during the year due to slow-moving stock.
The Group is able to raise finance secured against approved trade debtors. The gross amount of the debts which were discounted at 31 December 2024 is £3,491,120 (2023: £3,612,349). The company has had a proportion of its debtors advanced by Lloyds Bank Plc which, including charges, totals £186,816 and is included in bank loans and overdrafts (2023: £612,042)
An impairment loss of £8,824 (2023: gain of £12,709) was recognised against trade debtors.
The invoice discounting facility, included within bank overdrafts, is secured by a fixed and floating charge over the assets of the Company.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
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:
During the year, the Group had transactions on an arm's length basis of £92,344 (2023: £53,000) to a company self administered pension scheme, a fund in which certain Directors are beneficiaries. At the year end, a balance of £47,552 (2023: £6,641) was due to the Group.
During the year, amounts had been paid on behalf of a company under common control. At the year end, a balance of £21,168 (2023: £Nil) was due to the group.
During the year, amounts were paid by the directors on behalf of the group totalling £18,427. At the year end, a balance £19,235 (2023: £808) was due to directors of the Group.
During the year, aggregate remuneration of £16,060 was paid to close family of a director. A balance of £1,140 (2023: £1,140) was due to the Group at the year end.