Company Registration No. 00644831 (England and Wales)
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
PAGES FOR FILING WITH REGISTRAR
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
BALANCE SHEET
AS AT
31 DECEMBER 2020
31 December 2020
- 1 -
2020
2019
Notes
£
£
£
£
Fixed assets
Tangible assets
5
136,460
266,505
Investments
6
500,000
500,000
636,460
766,505
Current assets
Debtors
7
660,665
3,207,182
Cash at bank and in hand
714,547
12,998
1,375,212
3,220,180
Creditors: amounts falling due within one year
8
(513,285)
(1,632,489)
Net current assets
861,927
1,587,691
Total assets less current liabilities
1,498,387
2,354,196
Provisions for liabilities
(8,454)
Net assets
1,498,387
2,345,742
Capital and reserves
Called up share capital
9
126,500
126,500
Profit and loss reserves
1,371,887
2,219,242
Total equity
1,498,387
2,345,742
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.
true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 27 September 2021 and are signed on its behalf by:
C P Johnson
Director
Company Registration No. 00644831
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
- 2 -
1
Accounting policies
Company information
Rock Merchanting Limited (t/a Pulse Fitness) is a
private
company
limited by shares
incorporated in England and Wales.
The registered office is
Radnor Park, Greenfield Road, Congleton, Cheshire, CW12 4TW.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in
sterling
, which is the functional currency of the company.
Monetary a
mounts
in these financial statements are
rounded to the nearest £.
The financial statements have been prepared on the historical cost convention. The principal accounting policies are set out below.
1.2
Turnover
Turnover represents amounts receivable for services provided net of VAT and trade discounts. Income advanced to the company for the construction of the gym and supply of gym equipment is released to turnover immediately.
Management income is recognised as it is earned.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer
(usually on dispatch of the goods)
, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional 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
recover
ed
.
1.3
Tangible fixed assets
Tangible fixed assets
are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fitness equipment
Cost less residual value of 25% depreciated over 5 years. Subsequently depreciated to 10% residual value over a further 5 years.
Fixtures & fittings
Written off on a straight line basis over 3 to 5 years
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 credited or charged to profit or loss
.
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 3 -
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
The investments are assessed for impairment at each reporting date
and
any
impairment
losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company
. Control is
the power to govern the financial and operating policies of
the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities
.
1.5
Impairment of fixed assets
At each reporting
period
end date, the
company
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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit)
in
prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash at bank and in hand
Cash and cash equivalents
are basic financial assets
and
include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 4 -
1.7
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset
, with
the net amounts presented in the financial statements
,
when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest
method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from
fellow group companies and preference shares that are classified as debt, are
initially recognised at transaction price unless the arrangement constitutes a
financing transaction, where the debt instrument is measured at the present value of
the future
paymen
ts 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. A
m
ounts 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.
1.8
Equity instruments
Equity instruments issued by the company 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 company.
1.9
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
1
Accounting policies
(Continued)
- 5 -
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The
company’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the
company
has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Government grants
Government grants are recognised at the fair value of the asset receive
d
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.
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 6 -
2
Exceptional item
2020
2019
£
£
Expenditure
Write off intercompany balances
803,879
-
Intercompany balances of £803,879 have been written off during the accounting period.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2020
2019
Number
Number
Total
67
69
4
Intangible fixed assets
Goodwill
£
Cost
At 1 January 2020 and 31 December 2020
874,093
Amortisation and impairment
At 1 January 2020 and 31 December 2020
874,093
Carrying amount
At 31 December 2020
At 31 December 2019
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 7 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2020
1,569,594
28,145
1,597,739
Disposals
(1,123,747)
(1,123,747)
At 31 December 2020
445,847
28,145
473,992
Depreciation and impairment
At 1 January 2020
1,303,089
28,145
1,331,234
Depreciation charged in the year
46,589
46,589
Eliminated in respect of disposals
(1,040,291)
(1,040,291)
At 31 December 2020
309,387
28,145
337,532
Carrying amount
At 31 December 2020
136,460
136,460
At 31 December 2019
266,505
266,505
6
Fixed asset investments
2020
2019
£
£
Shares in group undertakings and participating interests
500,000
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.
7
Debtors
2020
2019
Amounts falling due within one year:
£
£
Trade debtors
533,018
782,291
Amounts owed by group undertakings and undertakings in which the company has a participating interest
102,175
2,044,349
Other debtors
25,472
380,542
660,665
3,207,182
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 8 -
8
Creditors: amounts falling due within one year
2020
2019
£
£
Trade creditors
147,085
255,315
Amounts due to group undertakings and undertakings in which the group has a participating interest
302,199
986,416
Other creditors
64,001
390,758
513,285
1,632,489
9
Called up share capital
2020
2019
£
£
Ordinary share capital
Issued and fully paid
63,250 Ordinary shares of £1 each
63,250
63,250
63,250 Deferred shares of £1 each
63,250
63,250
126,500
126,500
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements
,
the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006
:
The auditor's report was unqualified.
The senior statutory auditor was Stuart Stead and the auditor was Cowgill Holloway LLP.
11
Financial commitments, guarantees and contingent liabilities
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 assets 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
-
A joint and several guarantee limited to £350,000 provided by directors CP Johnson and DM Johnson.
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 9 -
12
Events after the reporting date
At the time of approving the financial statements, the directors are faced with the Coronavirus
(COVID19).
Whilst no one can predict the extent of the long term impact this will have on the wider economy the directors are confident the company is well placed to trade through the current unprecedented times.
The directors have not been complacent and have increased
oversight on spending and cash flow management in order to preserve cash wherever possible. The
company is monitoring the situation daily and is in continuing close liaison with both its trading partners
and its employees. In order to ensure working capital requirements can be fulfilled the
wider group
successfully secured a CIBILS loan during the reporting period.
ROCK MERCHANTING LIMITED (T/A PULSE FITNESS)
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020
- 10 -
13
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 consolidated
accounts
are prepared by the parent company.
14
Parent company
The parent company is Pulse Fitness Holdings Limited, a company registered in England and Wales.
The ultimate controlling party is Mr M I Chaudry.
The entity is included in the consolidated accounts of it's ultimate parent company, M Investment Group Limited, a company registered in England and Wales, whose registered office is Queens Gardens Business Centre, 31 Ironmarket, Newcastle, Staffs, ST5 1RP
2020-12-31
2020-01-01
false
27 September 2021
CCH Software
CCH Accounts Production 2021.200
No description of principal activity
This audit opinion is unqualified
C P Johnson
D M Johnson
M I Chaudry
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