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Registration number: 00644831


Rock Merchanting Limited

Directors' Report and Financial Statements

for the Year Ended 31 December 2025

 

Rock Merchanting Limited

Contents

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3 to 10

 

Rock Merchanting Limited

Company Information

Directors

M I Chaudry

D M Johnson

C P Johnson

Registered office

Radnor Park
Greenfield Road
Congleton
Cheshire
United Kingdom
CW12 4TW

Auditors

Howsons
Chartered Accountants and Statutory AuditorHGA Citrus Limited
Suite 2a
7th Floor City Reach
5 Greenwich View Place
London
E14 9NN

 

Rock Merchanting Limited

(Registration number: 00644831)
Balance Sheet as at 31 December 2025

Note

2025
£

2024
£

Fixed assets

 

Tangible assets

4

305,587

331,758

Investments

5

500,000

500,000

 

805,587

831,758

Current assets

 

Debtors

6

3,273,897

3,531,240

Cash at bank and in hand

 

396,615

57,888

 

3,670,512

3,589,128

Creditors: Amounts falling due within one year

7

(3,384,253)

(3,230,736)

Net current assets

 

286,259

358,392

Total assets less current liabilities

 

1,091,846

1,190,150

Creditors: Amounts falling due after more than one year

7

-

(76,328)

Provisions for liabilities

111,194

(113,931)

Net assets

 

1,203,040

999,891

Capital and reserves

 

Called up share capital

126,500

126,500

Retained earnings

1,076,540

873,391

Shareholders' funds

 

1,203,040

999,891

These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and in accordance with the provisions of Financial Reporting Standard 102 (FRS 102) Section 1A - small entities.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the Board on 7 September 2026 and signed on its behalf by:
 

.........................................
C P Johnson
Director

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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:
Radnor Park
Greenfield Road
Congleton
Cheshire
CW12 4TW
United Kingdom

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 have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK 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 company's presentational currency is pound sterling (£). The accounts are rounded to the nearest whole pound.

Going concern

The financial statements have been prepared on a going concern basis.

Audit report

The Independent Auditors' Report was unqualified. The name of the Senior Statutory Auditor who signed the audit report on 8 September 2026 was Naveed Ahmad FCCA ACA, who signed for and on behalf of Howsons.

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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 company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts. Income advanced to the company for the construction of gyms and supply of gym equipment is released to turnover immediately.

Management income receivable from group projects is recognised as it is earned.

The company 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 company's activities.

Revenue from contracts for the provision of services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Tax

The tax expense for the period comprises 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.

Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the 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:

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

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 company will not be able to collect all amounts due according to the original terms of the receivables.

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 company 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.

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 company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

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.

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company 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.

Financial instruments

Classification
Basic financial assets, including trade and other debtors, cash and bank balances, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
Basic financial liabilities, including trade and other trade creditors, bank and other loans, 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 receipts discounted at a market rate of interest.

 Recognition and measurement
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 and loss.

 Impairment
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 in the profit or loss.

Financial assets are derecognised when a) the contractual rights to the cash flows from the asset expire or are settled, or b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

3

Staff numbers

The average number of persons employed by the company (including directors) during the year, was 28 (2024 - 35).

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

4

Tangible assets

Furniture, fittings and equipment
 £

Fitness equipment
 £

Office equipment
£

Total
£

Cost or valuation

At 1 January 2025

151,315

261,546

1,346

414,207

Additions

3,628

12,014

-

15,642

Disposals

(3,046)

-

-

(3,046)

At 31 December 2025

151,897

273,560

1,346

426,803

Depreciation

At 1 January 2025

36,212

46,008

229

82,449

Charge for the year

20,387

18,347

33

38,767

At 31 December 2025

56,599

64,355

262

121,216

Carrying amount

At 31 December 2025

95,298

209,205

1,084

305,587

At 31 December 2024

115,103

215,538

1,117

331,758

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

5

Investments

2025
£

2024
£

Investments in subsidiaries

500,000

500,000

Subsidiaries

£

Cost or valuation

At 1 January 2025

500,000

Provision

Carrying amount

At 31 December 2025

500,000

At 31 December 2024

500,000

Historically, £500,000 of an intercompany debt between Rock Merchanting Limited and Pulse Fitness Limited was capitalised, resulting in Rock Merchanting Limited being issued with 500,000 preference shares in Pulse Fitness Limited.

6

Debtors

Note

2025
£

2024
£

Trade debtors

 

114,084

304,526

Amounts owed by group undertakings

10

3,140,769

3,179,790

Prepayments

 

14,369

42,115

Other debtors

 

4,675

4,809

 

3,273,897

3,531,240

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

7

Creditors

Note

2025
£

2024
£

Due within one year

 

Bank loans and overdrafts

8

87,074

93,276

Trade creditors

 

456,476

113,465

Amounts owed to group undertakings and undertakings in which the company has a participating interest

10

2,447,990

2,582,580

Taxation and social security

 

259,241

266,664

Other creditors

 

133,472

174,751

 

3,384,253

3,230,736

Due after one year

 

Loans and borrowings

8

-

76,328

8

Loans and borrowings

Non-current loans and borrowings

2025
£

2024
£

Bank borrowings

-

76,328

Current loans and borrowings

2025
£

2024
£

Bank borrowings

83,209

90,593

Bank overdrafts

3,865

2,683

87,074

93,276

 

Rock Merchanting Limited

Notes to the Financial Statements for the Year Ended 31 December 2025

9

Financial commitments, guarantees and contingencies

The group has entered into a multilateral guarantee with the HSBC Bank Plc as follows:

- A group guarantee and debentures consisting of fixed and floating charged over all the asstes and undertaking of the reporting entity, Pulse Global Limited, Pulse Fitness Limited, Pulse Equipment Group Limited, Pulse Soccer Limited, Pulse Fitness Holdings Limited and Pulse Design & Build Limited.

- A charge over contract monies from the reporting entity

- A general pledge over documents and goods from the reporting entity

10

Related party transactions

The company has taken advantage of the exemption available under FRS 102 from the requirement to disclose transactions with group companies on the grounds that the consolidated accounts are prepared by the parent company.

11

Parent and ultimate parent undertaking

The company's immediate parent is Pulse Global Limited, incorporated in England and Wales.

 The ultimate parent is M Investment Group Limited, incorporated in England and Wales.

 The most senior parent entity producing publicly available financial statements is M Investment Group Limited. These financial statements are available upon request from c/o M Club Spa & Fitness, Festival Way, Festival Park, Stoke on Trent, ST1 5PU.

12

Going Concern

The company has the financial support of a fellow group company, Pulse Fitness Limited. Accordingly, the directors continue to adopt the going concern basis in preparing the annual report and accounts.