Rough Trade Retail Holdings Limited - Period Ending 2024-12-31

Registration number: 11315848

Rough Trade Retail Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2024

Rough Trade Retail Holdings Limited

Contents

Company Information	1
Strategic Report	2 to 3
Directors' Report	4
Statement of Directors' Responsibilities	5
Independent Auditor's Report	6 to 10
Consolidated Profit and Loss Account	11
Consolidated Statement of Comprehensive Income	12
Consolidated Balance Sheet	13
Balance Sheet	14
Consolidated Statement of Changes in Equity	15
Statement of Changes in Equity	16
Consolidated Statement of Cash Flows	17
Notes to the Financial Statements	18 to 34

Rough Trade Retail Holdings Limited

Company Information

Directors

M Levieille

M C Mills

M Pigasse

NP House

S Godfroy

L M Montgomery

Registered office

10 Cheyne Walk
Northampton
Northamptonshire
United Kingdom
NN1 5PT

Auditors

Sumer Auditco Limited 14th Floor
33 Cavendish square
London
W1G 0PW

Rough Trade Retail Holdings Limited

Strategic Report for the Year Ended 31 December 2024

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

Principal activity
The group is principally engaged in the retail of music and entertainment products via physical and e-commerce outlets. It operates 5 retail locations in the UK - of which, 3 operate live music venues and bars.

Fair review of the business

2024 delivered another year of double digit sales growth - we delivered a record turnover of £26m (2023 £21.4m) alongside a number of operational improvements.

We retained our UK market share for vinyl records at circa 10% In addition to strong sales in our core category we continued our strategy to diversify sales channels and formats. This is demonstrated by growth in Event Wholesale, Third Party Sales Channels and Third Party Fulfillment.

We continued with our commitment to reward our people and teams against a challenging social and economic context - we retained our position as a Real Living Wage employer and paid out a profit earning bonus across all colleagues.

We are dependent on our ability to source quality inventory to re-sell to customers and one significant risk is the disruption to supply chain and lack of vinyl manufacturing capacity. This impacted us directly and limited our sales potential on a number of lines and caused administrative and customer service issues because of delayed shipments. Despite this, our investment in warehouse space and inventory helped drive our sales growth.

Principle risks and uncertainties

Supply Chain
The growth of direct to consumer (D2C) routes from our suppliers puts competitive pressure on our business model. This model is being deployed by artists, labels and record companies of all sizes and it can have a direct impact on demand for releases. We continue to work closely with artists,labels and record companies of all sizes to communicate the value of our route to market.

We are committed to developing market leading retail experiences - both in person and online.

Inflation
High inflation in the economy puts a pressure on demand for our goods and our colleagues' economic security. We are mitigating this risk by monitoring customer demand closely and adapting our buying and marketing strategies accordingly. For colleagues, the continuation of our commitment to the Real Living Wage is helping with the cost of living crisis.

Rough Trade Retail Holdings Limited

Strategic Report for the Year Ended 31 December 2024

Financial risks
The company’s financial instruments comprise bank balances, trade creditors and trade debtors.

Liquidity risk is managed by maintaining sufficient cash balances.

Credit risk is managed by closely monitoring customers’ outstanding amounts.

Interest rate risk is managed by holding minimal debt relative to the company’s turnover and profit.

Approved and authorised by the Board on 24 December 2025 and signed on its behalf by:

.........................................
L M Montgomery
Director

Rough Trade Retail Holdings Limited

Directors' Report for the Year Ended 31 December 2024

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

Directors of the group

The directors who held office during the year were as follows:

M Levieille

M C Mills

M Pigasse

NP House

S Godfroy

L M Montgomery

Information included in the Strategic Report

Under section 414C(11) the following information is included in the Strategic Report instead of the Directors Report.

- Business review;
- Principal risks and uncertainties;
- Future developments;
- Financial risks

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the groups auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors Sumer Auditco Limited are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Approved and authorised by the Board on 24 December 2025 and signed on its behalf by:

.........................................
L M Montgomery
Director

Rough Trade Retail Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

•	select suitable accounting policies and apply them consistently;

•	make judgements and accounting estimates that are reasonable and prudent;

•	state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

•	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

Rough Trade Retail Holdings Limited

Independent Auditor's Report to the Members of Rough Trade Retail Holdings Limited

Opinion

We have audited the financial statements of Rough Trade Retail Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:

•	give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended;
•	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Rough Trade Retail Holdings Limited

Independent Auditor's Report to the Members of Rough Trade Retail Holdings Limited

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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

•	the information given in the Group Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Group Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our knowledge and understanding of the group's and company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report and the Directors' Report.

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

•	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
•	the parent company financial statements are not in agreement with the accounting records and returns; or
•	certain disclosures of directors' remuneration specified by law are not made; or
•	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors responsibility 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 group's and company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Rough Trade Retail Holdings Limited

Independent Auditor's Report to the Members of Rough Trade Retail Holdings Limited

Auditor 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.

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

In order to identify and assess the risks of material misstatements, including fraud and non- compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:

•	the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;

•	the nature of the company, including its management structure and control systems (including the opportunity for management to override such controls);

•	management’s incentives and opportunities for fraudulent manipulation of the financial statements including the company’s remuneration and bonus policies and performance targets; and

•	the industry and environment in which it operates.

We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.

Based on this understanding we identified the following matters as being of significance to the entity:

•	laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation and distributable profits legislation;

•	the timing of the recognition of commercial income;

•	compliance with legislation relating to health and safety;

•	management bias in selecting accounting policies and determining estimates;

•	inappropriate journal entries; and

•	recoverability of debtors;

We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:

Rough Trade Retail Holdings Limited

Independent Auditor's Report to the Members of Rough Trade Retail Holdings Limited

•	enquiries of management and those charged with as to whether the entity complies with such laws and regulations;

•	enquiries with the same concerning any actual or potential litigation or claims;

•	discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;

•	assessment of matters reported to management and the result of the subsequent investigation;

•	obtaining an understanding of the relevant controls and testing their operation during the period;

•	obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year;

•	review documentation relating to compliance with the regulations relating to health and safety including certificates seen;

•	challenging assumptions made by management in their specific accounting policies and estimates;

•	identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;

•	reviewing the financial statements for compliance with the relevant disclosure requirements;

•	performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud; and

•	evaluating the underlying business reasons for any unusual transactions;

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

Rough Trade Retail Holdings Limited

Independent Auditor's Report to the Members of Rough Trade Retail Holdings Limited

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.

......................................
Atulya Mehta FCCA (Senior Statutory Auditor)
For and on behalf of Sumer Auditco Limited, Statutory Auditor
14th Floor
33 Cavendish square
London
W1G 0PW

24 December 2025

Rough Trade Retail Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2024

	Note	2024 £	2023 £
Turnover	3	26,003,134	21,425,852
Cost of sales		(17,845,339)	(13,757,981)
Gross profit		8,157,795	7,667,871
Administrative expenses		(8,515,579)	(6,765,338)
Other operating income	4	66,369	53,812
Operating (loss)/profit	6	(291,415)	956,345
Other interest receivable and similar income		46,736	-
Interest payable and similar expenses	7	(56,703)	(136,076)
		(9,967)	(136,076)
Exceptional Item	8	-	1,375,482
(Loss)/profit before tax		(301,382)	2,195,751
Tax on (loss)/profit	12	(12,560)	(177,856)
(Loss)/profit for the financial year		(313,942)	2,017,895
Profit/(loss) attributable to:
Owners of the company		(164,213)	1,540,173
Minority interests		(149,729)	477,722
		(313,942)	2,017,895

The above results were derived from continuing operations.

Rough Trade Retail Holdings Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024

	2024 £	2023 £
(Loss)/profit for the year	(313,942)	2,017,895
Foreign exchange reserve	(302,230)	-
Total comprehensive income for the year	(616,172)	2,017,895
Total comprehensive income attributable to:
Owners of the company	(466,443)	1,540,173
Minority interests	(149,729)	477,722
	(616,172)	2,017,895

Rough Trade Retail Holdings Limited

(Registration number: 11315848)
Consolidated Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Tangible assets	13	2,131,413	1,200,776
Current assets
Stocks	15	2,556,784	2,507,484
Debtors	16	1,384,927	1,330,935
Cash at bank and in hand		1,320,931	1,287,105
		5,262,642	5,125,524
Creditors: Amounts falling due within one year	18	(4,640,411)	(3,422,802)
Net current assets		622,231	1,702,722
Total assets less current liabilities		2,753,644	2,903,498
Creditors: Amounts falling due after more than one year	18	(741,590)	(197,939)
Provisions for liabilities	19	(93,891)	(147,246)
Net assets		1,918,163	2,558,313
Capital and reserves
Called up share capital	21	2,849	2,363
Share premium reserve	22	1,712,281	1,712,281
Capital redemption reserve	22	(51,628)	(51,628)
Foreign exchange reserve	22	(302,230)	-
Retained earnings	22	487,640	676,317
Equity attributable to owners of the company		1,848,912	2,339,333
minority interests		69,251	218,980
Shareholders' funds		1,918,163	2,558,313

Approved and authorised by the Board on 24 December 2025 and signed on its behalf by:

.........................................
L M Montgomery
Director

Rough Trade Retail Holdings Limited

(Registration number: 11315848)
Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Tangible assets	13	358,018	455,277
Investments	14	342,263	342,263
		700,281	797,540
Current assets
Debtors	16	242,374	1,962
Cash at bank and in hand		47,820	1,092
		290,194	3,054
Creditors: Amounts falling due within one year	18	(627,407)	(727,696)
Net current liabilities		(337,213)	(724,642)
Total assets less current liabilities		363,068	72,898
Creditors: Amounts falling due after more than one year	18	(258,431)	-
Provisions for liabilities	19	(89,504)	(113,819)
Net assets/(liabilities)		15,133	(40,921)
Capital and reserves
Called up share capital	21	2,849	2,663
Retained earnings		12,284	(43,584)
Shareholders' funds/(deficit)		15,133	(40,921)

The company made a profit after tax for the financial year of £80,332 (2023 - profit of £39,548).

Approved and authorised by the Board on 24 December 2025 and signed on its behalf by:

.........................................
L M Montgomery
Director

Rough Trade Retail Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company

	Share capital £	Share premium £	Capital redemption reserve £	Other reserves £	Retained earnings £	Total £	Non-controlling interests - Equity £	Total equity £
At 1 January 2024	2,363	1,712,281	(51,628)	-	676,317	2,339,333	218,980	2,558,313
Loss for the year	-	-	-	-	(164,213)	(164,213)	(149,729)	(313,942)
Foreign exchange reserve	-	-	-	(302,230)	-	(302,230)	-	(302,230)
Total comprehensive income	-	-	-	(302,230)	(164,213)	(466,443)	(149,729)	(616,172)
Dividends	-	-	-	-	(24,464)	(24,464)	-	(24,464)
New share capital subscribed	186	-	-	-	-	186	-	186
Other share capital movements	300	-	-	-	-	300	-	300
At 31 December 2024	2,849	1,712,281	(51,628)	(302,230)	487,640	1,848,912	69,251	1,918,163

	Share capital £	Share premium £	Capital redemption reserve £	Retained earnings £	Total £	Non-controlling interests - Equity £	Total equity £
At 1 January 2023	2,363	1,712,281	(51,628)	(534,961)	1,128,055	(258,742)	869,313
Profit for the year	-	-	-	1,540,173	1,540,173	477,722	2,017,895
Dividends	-	-	-	(328,895)	(328,895)	-	(328,895)
At 31 December 2023	2,363	1,712,281	(51,628)	676,317	2,339,333	218,980	2,558,313

The notes on pages 18 to 34 form an integral part of these financial statements.

Page 15

Rough Trade Retail Holdings Limited

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

	Share capital £	Retained earnings £	Total £
At 1 January 2024	2,663	(43,584)	(40,921)
Profit for the year	-	80,332	80,332
Dividends	-	(24,464)	(24,464)
New share capital subscribed	186	-	186
At 31 December 2024	2,849	12,284	15,133

	Share capital £	Retained earnings £	Total £
At 1 January 2023	2,663	245,762	248,425
Profit for the year	-	39,548	39,548
Dividends	-	(328,894)	(328,894)
At 31 December 2023	2,663	(43,584)	(40,921)

Rough Trade Retail Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2024

	2024 £	2023 £
Cash flows from operating activities
(Loss)/profit for the year	(313,942)	2,017,895
Adjustments to cash flows from non-cash items
Depreciation and amortisation	497,545	344,190
Loss on disposal of intangible assets	2,211	-
Finance income	(46,736)	-
Finance costs	5,307	16,511
Income tax expense	12,560	177,856
	156,945	2,556,452
Working capital adjustments
Increase in stocks	(49,300)	(469,800)
Increase in trade debtors	(27,704)	(350,310)
Increase/(decrease) in trade creditors	1,327,916	(832,676)
Increase in deferred income, including government grants	100,484	-
Cash generated from operations	1,508,341	903,666
Income taxes (paid)/received	(227,281)	96,785
Net cash flow from operating activities	1,281,060	1,000,451
Cash flows from investing activities
Interest received	46,736	-
Acquisitions of tangible assets	(1,423,632)	(519,723)
Proceeds from sale of intangible assets	(2,211)	-
Net cash flows from investing activities	(1,379,107)	(519,723)
Cash flows from financing activities
Interest paid	(5,307)	(16,511)
Proceeds from issue of ordinary shares, net of issue costs	672	-
Proceeds from bank borrowing draw downs	-	(183,707)
Payments to finance lease creditors	160,972	-
Dividends paid	(24,464)	(328,895)
Net cash flows from financing activities	131,873	(529,113)
Net increase/(decrease) in cash and cash equivalents	33,826	(48,385)
Cash and cash equivalents at 1 January	1,287,105	1,335,490
Cash and cash equivalents at 31 December	1,320,931	1,287,105

Rough Trade Retail Holdings Limited

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

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
10 Cheyne Walk
Northampton
Northamptonshire
NN1 5PT
United Kingdom

These financial statements were authorised for issue by the Board on 24 December 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The groups functional and presentational currency is GBP.

All amounts in the financial statements have been rounded to the nearest £1.

Summary of disclosure exemptions

The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

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

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in the financial statements.

The company has taken advantage of the exemption available in paragraph 1.12 of FRS102 and has not prepared its own Cash Flow Statement in these financial statements..

Rough Trade Retail Holdings Limited

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

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

In preparing these financial statements, the directors have assessed the ability of the company to continue to operate for the period of at least twelve months from the date of signing the financial statements.

Based on the current position the directors have a reasonable expectation that the company has adequate resources to continue in operational existence, along with the financial support of its director, for a period of at least twelve months from the date of signing these financial statements and accordingly they adopt the going concern basis in preparing these financial statements.

Rough Trade Retail Holdings Limited

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

Judgements

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' best judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be appropriate.

Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

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, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Government grants

Grants which relate to revenue are recognised in income in the period the related costs are incurred by the entity for which the grant is intended to compensate. For grants which are received by the entity for compensation for expenses or losses which have already been incurred, the grant is recognised in income when it is received or receivable.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

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

Rough Trade Retail Holdings Limited

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

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Long leasehold	written off over the term of lease
Fixtures, fittings and equipment	straight line over 1, 2 and 3 years
Other tangible assets	straight line over 1, 2 and 3 years
Office equipment	20% straight line method

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Rough Trade Retail Holdings Limited

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

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Rough Trade Retail Holdings Limited

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

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Operating leases: The group as lessee

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

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Rough Trade Retail Holdings Limited

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

Financial instruments

Classification
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties and loans to related parties.

Debt instruments such as loans and other accounts receivable and payable are initially measured at present value of the future payments and subsequently at amortised cost using the effective interest method; Debt instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However if the arrangements of a short-term instrument constitute a financing transaction, such as the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

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

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

Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

	2024 £	2023 £
Sale of goods	25,198,966	20,628,157
Other income	804,168	797,695
	26,003,134	21,425,852

4	Other operating income

The analysis of the group's other operating income for the year is as follows:

	2024 £	2023 £
Grants and subsidies	66,369	53,812

Rough Trade Retail Holdings Limited

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

5	Other gains and losses

The analysis of the group's other gains and losses for the year is as follows:

	2024 £	2023 £
Loss on disposal of intangible assets	(2,211)	-

6	Operating (loss)/profit

Arrived at after charging/(crediting)

	2024 £	2023 £
Depreciation expense	497,545	344,190

7	Interest payable and similar expenses

	2024 £	2023 £
Interest on obligations under finance leases and hire purchase contracts	4,434	-
Interest expense on other finance liabilities	873	16,511
Foreign exchange gains	51,396	119,565
	56,703	136,076

8	Exceptional items

	2024 £	2023 £
Write off of loan	-	1,375,482

9	Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

	2024 £	2023 £
Wages and salaries	4,446,222	3,560,526
Pension costs, defined contribution scheme	60,803	49,370
Other employee expense	85	-
	4,507,110	3,609,896

Rough Trade Retail Holdings Limited

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

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

	2024 No.	2023 No.
Administration and support	14	16
Sales	82	56
Marketing	3	3
Distribution	23	21
	122	96

10	Directors' remuneration

The directors' remuneration for the year was as follows:

	2024 £	2023 £
Remuneration	294,001	304,738
Contributions paid to money purchase schemes	13,202	10,912
	307,203	315,650

In respect of the highest paid director:

	2024 £	2023 £
Remuneration	93,904	98,485

11	Auditors' remuneration

	2024 £	2023 £
Audit of these financial statements	13,100	7,860

Rough Trade Retail Holdings Limited

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

Taxation

Tax charged/(credited) in the consolidated profit and loss account

	2024 £	2023 £
Current taxation
UK corporation tax	146,490	152,894
UK corporation tax adjustment to prior periods	(80,575)	-
	65,915	152,894
Deferred taxation
Arising from origination and reversal of timing differences	(53,355)	24,962
Tax expense in the income statement	12,560	177,856

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of 25% (2023 - 25%).

The differences are reconciled below:

	2024 £	2023 £
(Loss)/profit before tax	(301,382)	2,195,751
Corporation tax at standard rate	(75,346)	548,938
Tax increase from effect of capital allowances and depreciation	347,776	19,262
Decrease from effect of different UK tax rates on some earnings	-	(31,068)
Effect of expense not deductible in determining taxable profit (tax loss)	2,211	7,533
Tax decrease arising from group relief	-	(19,618)
Effect of foreign tax rates	(128,151)	(417,647)
Deferred tax (credit)/expense from unrecognised tax loss or credit	(53,355)	24,963
Decrease from effect of tax incentives	(80,575)	-
Tax increase from effect of unrelieved loss on foreign subsidiaries	-	45,493
Total tax charge	12,560	177,856

Rough Trade Retail Holdings Limited

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

13	Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
£

Other tangible assets
£

Total
£

Cost or valuation

At 1 January 2024

1,175,943

1,750,769

20,580

2,947,292

Additions

1,106,474

317,158

-

1,423,632

Disposals

-

(2,416)

-

(2,416)

At 31 December 2024

2,282,417

2,065,511

20,580

4,368,508

Depreciation

At 1 January 2024

755,160

982,099

9,257

1,746,516

Charge for the year

278,454

209,436

2,894

490,784

Eliminated on disposal

-

(205)

-

(205)

At 31 December 2024

1,033,614

1,191,330

12,151

2,237,095

Carrying amount

At 31 December 2024

1,248,803

874,181

8,429

2,131,413

At 31 December 2023

420,783

768,670

11,323

1,200,776

Included within the net book value of land and buildings above is £1,248,803 (2023 - £420,782) in respect of long leasehold land and buildings.

Included within the net book value of land and buildings above is £209,495 (2023 - Nil) in respect of hire purchase contracts.

Rough Trade Retail Holdings Limited

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

Company

Furniture, fittings and equipment
£

Total
£

Cost or valuation

At 1 January 2024

662,293

662,293

Additions

38,546

38,546

Disposals

(2,416)

(2,416)

At 31 December 2024

698,423

698,423

Depreciation

At 1 January 2024

207,016

207,016

Charge for the year

133,594

133,594

Eliminated on disposal

(205)

(205)

At 31 December 2024

340,405

340,405

Carrying amount

At 31 December 2024

358,018

358,018

At 31 December 2023

455,277

455,277

14

Investments

Group

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2024	2023
Subsidiary undertakings
Rough Trade Retail (UK) Limited*	5 Broad Street Nottingham NG1 3AJ	Ordinary	100%	100%
	England and Wales
Rise Bristol Limited	5 Broad Street Nottingham NG1 3AJ	Ordinary	100%	100%

Rough Trade Retail Holdings Limited

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

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
	England and Wales
Rough Trade Retail (USA) Holdings Inc	219 Eagle Street Brooklyn New York 11222-1210	Ordinary	100%	100%
	United States of America
Rough Trade Retail LLC	219 Eagle Street Brooklyn New York 11222-1210	Ordinary	65%	65%
	United States of America
Rough Trade Retail Europe GMBH (Germany)	Glogauer Straße 5 10999 Berlin	Ordinary	80%	80%
	Germany

* indicates direct investment of the company

Subsidiary undertakings

Rough Trade Retail (UK) Limited

The principal activity of Rough Trade Retail (UK) Limited is retail of music and entertainment products

Rise Bristol Limited

The principal activity of Rise Bristol Limited is a dormant company

Rough Trade Retail (USA) Holdings Inc

The principal activity of Rough Trade Retail (USA) Holdings Inc is a US holding company

Rough Trade Retail LLC

The principal activity of Rough Trade Retail LLC is retail of music and entertainment products

Rough Trade Retail Europe GMBH (Germany)

The principal activity of Rough Trade Retail Europe GMBH (Germany) is retail of music and entertainment products

Rough Trade Retail Holdings Limited

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

Company

	2024 £	2023 £
Investments in subsidiaries	342,263	342,263

Subsidiaries	£
Cost or valuation
At 1 January 2024	342,263
Provision
Carrying amount
At 31 December 2024	342,263
At 31 December 2023	342,263

Stocks

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Other inventories	2,556,784	2,507,484	-	-

Group

Debtors

		Group		Company
Current	Note	2024 £	2023 £	2024 £	2023 £
Trade debtors		260,277	386,935	-	-
Amounts owed by related parties		-	-	236,564	1,563
Other debtors		669,943	418,196	5,810	399
Prepayments		428,373	525,758	-	-
Income tax asset	12	26,334	46	-	-
		1,384,927	1,330,935	242,374	1,962

Rough Trade Retail Holdings Limited

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

17	Cash and cash equivalents

	Group		Company
	2024 £	2023 £	2024 £	2023 £
Cash on hand	44,096	3,021	-	-
Cash at bank	1,276,835	1,284,084	47,820	1,092
	1,320,931	1,287,105	47,820	1,092

Creditors

		Group		Company
	Note	2024 £	2023 £	2024 £	2023 £
Due within one year
Loans and borrowings	24	112,308	-	-	-
Trade creditors		3,114,744	2,346,077	26,961	22,273
Amounts due to related parties		-	-	512,851	666,701
Social security and other taxes		500,328	247,411	82,057	30,374
Other payables		342,992	358,831	-	1
Accruals		374,947	240,797	5,337	8,347
Income tax liability	12	94,608	229,686	201	-
Deferred income		100,484	-	-	-
		4,640,411	3,422,802	627,407	727,696
Due after one year
Loans and borrowings	24	48,664	-	-	-
Other financial liabilities		692,926	197,939	258,431	-
		741,590	197,939	258,431	-

Rough Trade Retail Holdings Limited

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

19	Provisions for liabilities

Group

	Deferred tax £	Total £
At 1 January 2024	147,246	147,246
Provisions used	(53,355)	(53,355)
At 31 December 2024	93,891	93,891

Company

	Deferred tax £	Total £
At 1 January 2024	113,819	113,819
Provisions used	(24,315)	(24,315)
At 31 December 2024	89,504	89,504

20	Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £60,803 (2023 - £49,370).

21	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary shares of £1 each	2,663	2,663	2,663	2,663

Rough Trade Retail Holdings Limited

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

Reserves

Group

Profit and loss account

The profit and loss account represents the accumulated profits, losses and distributions of the group or company.

Foreign exchange reserve account

The foreign exchange reserve account represents the gains and losses made on consolidation.

23	Loans and borrowings

Non-current loans and borrowings

	Group		Company
	2024 £	2023 £	2024 £	2023 £

Hire purchase contracts	160,972	-	-	-

24	Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

	2024 £	2023 £
Not later than one year	112,308	501,543
Later than one year and not later than five years	112,868	1,510,342
Later than five years	-	584,060
	225,176	2,595,945

Hire purchase

The total of future hire purchase contract payments is as follows:

	2024 £	2023 £
Not later than one year	112,308	-
Later than one year and not later than five years	48,664	-
	160,972	-

	Land and buildings £	Furniture, fittings and equipment £	Other tangible assets £	Total £
Cost or valuation
At 1 January 2024	1,175,943	1,750,769	20,580	2,947,292
Additions	1,106,474	317,158	-	1,423,632
Disposals	-	(2,416)	-	(2,416)
At 31 December 2024	2,282,417	2,065,511	20,580	4,368,508
Depreciation
At 1 January 2024	755,160	982,099	9,257	1,746,516
Charge for the year	278,454	209,436	2,894	490,784
Eliminated on disposal	-	(205)	-	(205)
At 31 December 2024	1,033,614	1,191,330	12,151	2,237,095
Carrying amount
At 31 December 2024	1,248,803	874,181	8,429	2,131,413
At 31 December 2023	420,783	768,670	11,323	1,200,776