Company Registration No. 05263607 (England and Wales)
RAM (102) LIMITED
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
RAM (102) LIMITED
COMPANY INFORMATION
Directors
J Hall
J Clarke
G Clarke
J Goodhart
Secretary
J Hall
Company number
05263607
Registered office
5 Priors Haw Road
Corby
Northamptonshire
NN17 5PH
Auditor
WR Partners
Drake House
Gadbrook Park
Northwich
Cheshire
CW9 7RA
Business address
5 Priors Haw Road
Corby
Northamptonshire
NN17 5PH
RAM (102) LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11 - 12
Group balance sheet
13 - 14
Company balance sheet
15
Group statement of changes in equity
16 - 17
Company statement of changes in equity
18
Group statement of cash flows
19 - 20
Notes to the financial statements
21 - 47
RAM (102) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the year ended 31 December 2022.
Fair review of the business
This is the first set of comparable consolidated financial statements produced at Group level following the March 2020 stepped acquisition of Promatic Holdings through a share buyback.
The statement of comprehensive income is set out on page 11 and shows turnover for the year of £23,827,845 (2021 - £17,776,546) and a profit for the year after tax of £767,533 (2021 - (£94,236)).
The board are pleased to welcome Elettronica Progetti to the Group. Promatic Holdings Limited purchased the assets of Elettronica Progetti on 30th November 2022 as part of the Strategic growth plans to expand the product portfolio by offering a wider range of product options to our customers and to increase our customer base.
Promatic International was awarded as an ISSF official partner of Clay Target Machinery in September 2021, to the end of 2024. This partnership allows the group to explore new growth regions whilst continuing to strengthen the brand by offering support to the Individual members throughout the events.
The group continues to offer multiple options and products through our highly talented and dedicated teams who deliver exceptional service and solutions to our customers on an international basis.
The group continues to invest in capital expenditure to build a first-class manufacturing facility and Research and Development activities to be able to offer new and innovative solutions to the customers and Market. In the year Research and Development spend was £719,209 (2021 - £683,287).
In 2022 the group delivered sales into new regions in line with the group’s growth strategy generating an increase in turnover and EBITDA of 34% and 31% respectively, compared with 2021. Whilst gross margin was impacted due to the indirect trade effects of Russia’s invasion of Ukraine at the beginning of the year, causing inflationary pressure worldwide and contributing to key component increases the group was able to absorb some of the rises with better buying and management of cost overheads.
The acquisition costs of Elettronica Progetti were fully written off in the year of acquisition. Administration expenses returned to pre-covid levels as the markets opened for business and travel restrictions were lifted. Included within Administration expenses was a foreign exchange rate loss of £157,481 (2021 - £207,894). In 2021 the group received £555,129 from the government furlough scheme.
2022 net assets are £3,236,451 (2021 - £4,669,099) a reduction which was impacted in the year from the purchase of shares in the subsidiary company. This was a continuation of the strategic plans for the group and simplifies the ownership structure.
Cash continues to have a strong and healthy position after repaying loans and interest and funding the groups acquisitions.
RAM (102) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Principal risks and uncertainties
The market for the manufacture and distribution of Clay Pigeon Traps and associated products on a worldwide basis is competitive. The company is a market leader and seeks to manage the risk of losing market share to key competitors by the provision of better quality products with a wider range and market leading price competitiveness.
Sales to Europe are made in euros and to the USA in US dollars. The company also purchases products from around the globe in various currencies. The company is therefore exposed to movements in exchange rates. The directors monitor the net exposure and take steps on pricing and sourcing to reduce the impact of currency movements.
The main financial risks arising from the company’s activities are credit risk and exchange rate risk. These are monitored by the board of directors and were not considered to be significant at the statement of financial position date.
The company’s policy in respect of credit risk, is to require appropriate credit checks on potential customers before sales are made.
Other Risks
The threat of a recession towards the end of 2023 is considered to be an uncertainty facing the Group with the continuing volatility in raw material pricing and significant increases in labour costs coupled with a continued shortage of skills in the market.
The company will be exposed to higher Interest rate rises for new lending in 2023, nevertheless the risk is low as new expenditure is not deemed significant.
It is the opinion of the management and the Board that the company has a level of resilience which can weather a recession (as supported by the financial modelling of different future states).
Climate Change
The Group understands the importance of a green future and works closely with supply partners and customers to produce minor impacts to the environment by aiming for a zero-reject policy and eliminating as much waste as possible through recycling mechanisms. In addition, the group has introduced a new company car policy to purchase vehicles with low carbon emissions or Hybrid vehicles and encourages employees to participate with company incentives.
The Group saw the need to remove the risk of rising utility costs post pandemic due to supply and demand and was able to secure a long-term fixed price contract in the UK at 2020 rates in May 2021.
Future developments
The business plans for the company is being executed according to the respective group growth strategies and opportunities for acquisition and strategic partnerships continue to be sought to complement organic growth.
RAM (102) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
Financial key performance indicators
The key performance indicators for the business which include EBITDA, order book, gross margin, cash generation and market mix analysis are all very positive for the year ahead.
In 2022, The group has achieved a gross margin of 36% (2021 – 40%), and EBITDA of £1,613,772 (2021 - £1,234,064).
There was an overall cash outflow during the year of £1,946,734 of which £1,422,939 was used to fund the investments for the strategic growth plans.
Year on year the group continues to generate cash from its profits and the cashflow remains strong. The 2022 performance has shown exponential growth in both turnover and EBITDA where key performance indicators have outperformed the prior year this provides a solid platform for the group’s strategic plans leading into 2023.
J Hall
Director
24 November 2023
RAM (102) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company and group continue to be a global provider for the manufacture of Clay pigeon Traps, Targets, and associated products.
Results and dividends
The results for the year are set out on pages 11 to 12.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Hall
J Clarke
G Clarke
J Goodhart
Financial instruments
Credit risk
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The group is mainly exposed to credit risk from credit sales. It is group policy to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices. Each new customer is analysed individually for creditworthiness before the group's standard payment and delivery terms and conditions are offered.
A monthly review of the trade receivables' ageing analysis is undertaken and customers' credit is reassessed periodically. Existing customers that become "high risk" as a result of the periodic reassessment are placed on a restricted customer list and future credit sales are made only with approval of the local management, otherwise payment in advance is required.
Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs of working capital, finance charges and principle repayments on its debt instruments and to invest cash assets safely and profitably.
Management receives cash flow projections on a monthly basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the group expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.
Cash flow interest rate risk
The group is exposed to cash flow interest rate risk from borrowings at a variable rate. During the periods under review, the group's borrowings at variable rate were denominated in Pound Sterling.
RAM (102) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
Foreign exchange risk
Foreign exchange risk arises when individual group entities enter into transactions denominated in a currency other than their functional currency. The group's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (primarily US Dollars or Pound Sterling) with the cash generated from their own operations in that currency.
The group is predominantly exposed to currency risk on sales made in US dollars.
Credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The group is mainly exposed to credit risk from credit sales. It is group policy to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices. Each new customer is analysed individually for creditworthiness before the group's standard payment and delivery terms and conditions are offered.
A monthly review of the trade receivables' ageing analysis is undertaken and customers' credit is reassessed periodically. Existing customers that become "high risk" as a result of the periodic reassessment are placed on a restricted customer list and future credit sales are made only with approval of the local management, otherwise payment in advance is required.
Auditor
WR Partners were appointed as auditors in the year.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then 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 ;
prepare the on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
RAM (102) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
On behalf of the board
J Hall
Director
24 November 2023
RAM (102) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RAM (102) LIMITED
- 7 -
Opinion
We have audited the financial statements of RAM (102) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 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 and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2022 and of the group's profit 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
RAM (102) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAM (102) LIMITED
- 8 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
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' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
RAM (102) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAM (102) LIMITED
- 9 -
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The audit team obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and Company and determined that the most significant are those that relate to the reporting framework (FRS102 and the Companies Act 2006), the relevant tax compliance regulations, employment law, Health and Safety Regulations and the General Data Protection Regulation (GDPR).
We understood how the Group and Company is complying with these frameworks by making enquiries of management and those responsible for legal and compliance procedures. We also reviewed relevant documentation and correspondence to identify any recorded instances of irregularity or non compliance that might have a material impact on the financial statements.
We assessed the susceptibility of the Group and Company's financial statements to material misstatement, including how fraud might occur by meeting with key management to understand where they considered there was susceptibility to fraud. Based on our understanding our procedures involved enquiries of management and those charged with governance, manual journal entry testing, cashbook reviews for large and unusual items and the challenge of significant accounting estimates used in preparing the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Other matters which we are required to address
The directors of RAM (102) Limited took exemption from the requirement to prepare consolidated financial statements under the Companies Act 2006 s399 for the year ended 31 December 2020. The comparative period in the financial statements for the year ended 31 December 2021 are unaudited. The opening balances of the consolidated financial statements for the year ended 31 December 2021 have been audited.
RAM (102) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAM (102) LIMITED
- 10 -
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.
Fran Johnson BSc BFP FCA (Senior Statutory Auditor)
For and on behalf of WR Partners
28 November 2023
Chartered Accountants
Statutory Auditor
Drake House
Gadbrook Park
Northwich
Cheshire
CW9 7RA
RAM (102) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
2022
2021
Notes
£
£
Turnover
3
23,827,845
17,776,546
Cost of sales
(15,331,882)
(10,662,286)
Gross profit
8,495,963
7,114,260
Administrative expenses
(7,961,880)
(7,497,170)
Other operating income
-
555,129
Operating profit
5
534,083
172,219
Interest receivable and similar income
9
572
85
Interest payable and similar expenses
10
(251,090)
(166,847)
Profit before taxation
283,565
5,457
Tax on profit
11
483,968
(99,693)
Profit/(loss) for the financial year
25
767,533
(94,236)
Other comprehensive income
Currency translation differences
476,853
32,910
Total comprehensive income for the year
1,244,386
(61,326)
Profit/(loss) for the financial year is attributable to:
- Owners of the parent company
767,533
(81,723)
- Non-controlling interests
-
(12,513)
767,533
(94,236)
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,244,386
(63,646)
- Non-controlling interests
-
2,320
1,244,386
(61,326)
RAM (102) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
The profit and loss account has been prepared on the basis that all operations are continuing operations.
RAM (102) LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 13 -
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
12
332,117
Negative goodwill
12
(121,848)
(139,254)
Net goodwill
210,269
(139,254)
Other intangible assets
12
508,415
873,960
Total intangible assets
718,684
734,706
Tangible assets
13
3,342,238
3,051,698
4,060,922
3,786,404
Current assets
Stocks
16
3,212,170
2,585,646
Debtors
17
2,863,171
1,977,306
Cash at bank and in hand
1,849,104
3,288,438
7,924,445
7,851,390
Creditors: amounts falling due within one year
18
(4,840,574)
(3,678,931)
Net current assets
3,083,871
4,172,459
Total assets less current liabilities
7,144,793
7,958,863
Creditors: amounts falling due after more than one year
19
(3,781,238)
(3,002,167)
Provisions for liabilities
Deferred tax liability
22
127,104
287,597
(127,104)
(287,597)
Net assets
3,236,451
4,669,099
RAM (102) LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2022
31 December 2022
2022
2021
Notes
£
£
£
£
- 14 -
Capital and reserves
Called up share capital
24
10,000
10,000
Share premium account
25
382,000
382,000
Profit and loss reserves
25
2,844,451
2,351,329
Equity attributable to owners of the parent company
3,236,451
2,743,329
Non-controlling interests
-
1,925,770
3,236,451
4,669,099
The financial statements were approved by the board of directors and authorised for issue on 24 November 2023 and are signed on its behalf by:
24 November 2023
J Hall
Director
RAM (102) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 15 -
2022
2021
Notes
£
£
£
£
Fixed assets
Investments
14
4,717,046
4,717,046
Current assets
Debtors
17
7,215
Cash at bank and in hand
24
16
7,239
16
Creditors: amounts falling due within one year
18
(3,833,911)
(3,781,510)
Net current liabilities
(3,826,672)
(3,781,494)
Total assets less current liabilities
890,374
935,552
Creditors: amounts falling due after more than one year
19
(241,065)
(258,038)
Net assets
649,309
677,514
Capital and reserves
Called up share capital
24
10,000
10,000
Share premium account
25
382,000
382,000
Profit and loss reserves
25
257,309
285,514
Total equity
649,309
677,514
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £28,205 (2021 - £19,031 loss).
The financial statements were approved by the board of directors and authorised for issue on 24 November 2023 and are signed on its behalf by:
24 November 2023
J Hall
Director
Company Registration No. 05263607
RAM (102) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 16 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
£
Balance at 1 January 2021
10,000
382,000
2,417,059
2,809,059
1,923,450
4,732,509
Year ended 31 December 2021:
Loss for the year
-
-
(81,723)
(81,723)
(12,513)
(94,236)
Other comprehensive income:
Currency translation differences
-
-
32,910
32,910
-
32,910
Amounts attributable to non-controlling interests
-
-
(14,833)
(14,833)
14,833
-
Total comprehensive income for the year
-
-
(63,646)
(63,646)
2,320
(61,326)
Other movements
-
-
(2,084)
(2,084)
-
(2,084)
Balance at 31 December 2021
10,000
382,000
2,351,329
2,743,329
1,925,770
4,669,099
RAM (102) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
£
£
£
£
£
£
- 17 -
Year ended 31 December 2022:
Profit for the year
-
-
767,533
767,533
-
767,533
Other comprehensive income:
Currency translation differences
-
-
476,853
476,853
-
476,853
Total comprehensive income for the year
-
-
1,244,386
1,244,386
-
1,244,386
Own shares acquired
-
-
(2,677,034)
(2,677,034)
-
(2,677,034)
Purchase of shares in subsidiary from non-controlling interest
-
-
1,925,770
1,925,770
(1,925,770)
-
Balance at 31 December 2022
10,000
382,000
2,844,451
3,236,451
3,236,451
RAM (102) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 18 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 January 2021
10,000
382,000
304,545
696,545
Year ended 31 December 2021:
Loss and total comprehensive income for the year
-
-
(19,031)
(19,031)
Balance at 31 December 2021
10,000
382,000
285,514
677,514
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
-
(28,205)
(28,205)
Balance at 31 December 2022
10,000
382,000
257,309
649,309
RAM (102) LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
2022
2021
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
916,703
1,057,041
Interest paid
(251,090)
(166,847)
Income taxes paid
(98,221)
(8,122)
Net cash inflow from operating activities
567,392
882,072
Investing activities
Loan assumed on purchase of business
152,060
-
Purchase of tangible fixed assets
(1,149,442)
(1,110,072)
Proceeds on disposal of tangible fixed assets
276,225
242,837
Purchase of investments
(2,770,879)
-
Repayment of loans
24,495
-
Receipts arising from loans made
-
500
Interest received
572
85
Net cash used in investing activities
(3,466,969)
(866,650)
Financing activities
Proceeds from other loans
452,354
496,737
Repayment of other loans
(625,067)
(743,754)
Proceeds of borrowings
345,952
-
Repayment of bank loans
(657,011)
(364,324)
Proceeds of finance leases
-
60,247
Proceeds of new bank loans
1,500,000
-
Payment of finance leases obligations
(63,385)
(137,797)
Net cash generated from/(used in) financing activities
952,843
(688,891)
Net decrease in cash and cash equivalents
(1,946,734)
(673,469)
Cash and cash equivalents at beginning of year
3,288,277
3,928,835
Effect of foreign exchange rates
504,534
32,911
Cash and cash equivalents at end of year
1,846,077
3,288,277
RAM (102) LIMITED
GROUP STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2022
2021
Notes
£
£
£
£
- 20 -
Relating to:
Cash at bank and in hand
1,849,104
3,288,438
Bank overdrafts included in creditors payable within one year
(3,027)
(161)
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
1
Accounting policies
Company information
RAM (102) Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5 Priors Haw Road, Corby, Northamptonshire, NN17 5PH.
The group consists of RAM (102) Ltd and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 22 -
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company RAM (102) Ltd 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 2022. 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.
1.4
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 23 -
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.6
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.7
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.8
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 24 -
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Intellectual property rights
20% per annum on cost
Brand
Straight line over 6 years
1.9
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
20% per annum on cost
Leasehold land and buildings
20% straight line
Leasehold improvements
10% per annum on cost, or over the lease term if shorter
Plant and equipment
15% - 25% per annum on cost
Fixtures and fittings
20% per annum on cost
Motor vehicles
25% per annum on cost
Assets held for leasing
20% per annum on cost
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.10
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 25 -
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.14
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 26 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 27 -
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.16
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.17
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.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 28 -
1.19
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
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.
1.20
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 29 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Leases
Determine whether leases entered into by the group either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. The total of tangible fixed assets held under hire purchase agreements is disclosed in note 12 and the value of hire purchase liabilities is disclosed in note 21 to these financial statements.
Impairment
Determine whether there are indicators of impairment of the group's tangible and intangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. There are no impairments against tangible and intangible fixed assets at the current or comparative balance sheet date.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
2
Judgements and key sources of estimation uncertainty
(Continued)
- 30 -
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Intangible fixed assets
Intangible assets are amortised over their useful lives taking into account residual values, where appropriate. The expected useful life of the intellectual property rights are reviewed annually taking into account their contribution to the order book and the revenue and profits which the intellectual property rights are providing to the company. The net book value of intangible fixed assets is disclosed in note 11 to these financial statements.
Tangible fixed assets
Tangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The expected useful life of the assets are reviewed annually taking into account their contribution to the order book and the revenue and profits which the assets are providing to the company. The net book value of tangible fixed assets is disclosed in note 12 to these financial statements.
Stocks
Where appropriate, slow moving stocks are written down to their net realisable value. The assessment of net realisable value takes account of factors such as the availability of outlet channels and the value realised, historically, for similar products at that stage of their life cycle.
Debtors
In assessing the provision for doubtful debts, factors taken into account include debtors' age profile, their historical payment performance and available credit data.
3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
8,204,944
5,076,197
Rest of Europe
4,775,617
2,122,856
Rest of the world
10,847,284
10,577,493
23,827,845
17,776,546
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Turnover and other revenue
(Continued)
- 31 -
2022
2021
£
£
Other revenue
Interest income
572
85
Grants received
-
555,129
4
Exceptional item
2022
2021
£
£
Expenditure
Historic costs
19,540
70,203
5
Operating profit
2022
2021
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
157,481
207,894
Research and development costs
719,209
683,287
Government grants
-
(555,129)
Depreciation of owned tangible fixed assets
728,759
678,706
Profit on disposal of tangible fixed assets
(88,176)
(42,739)
Amortisation of intangible assets
350,930
383,139
Operating lease charges
206,568
135,252
6
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
4,000
4,000
Audit of the financial statements of the company's subsidiaries
31,000
31,000
35,000
35,000
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 32 -
7
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2022
2021
2022
2021
Number
Number
Number
Number
Production
70
72
-
-
Sales
17
20
-
-
Management and administration
27
26
-
-
Total
114
118
Their aggregate remuneration comprised:
Group
Company
2022
2021
2022
2021
£
£
£
£
Wages and salaries
4,739,499
4,358,368
Social security costs
535,608
482,300
-
-
Pension costs
272,880
193,886
5,547,987
5,034,554
8
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
297,171
305,872
Company pension contributions to defined contribution schemes
19,146
42,504
316,317
348,376
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
8
Directors' remuneration
(Continued)
- 33 -
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2022
2021
£
£
Remuneration for qualifying services
138,253
157,067
Company pension contributions to defined contribution schemes
5,825
13,319
9
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
572
85
10
Interest payable and similar expenses
2022
2021
£
£
Interest on bank overdrafts and loans
250,115
114,852
Other interest on financial liabilities
-
45,578
Interest on finance leases and hire purchase contracts
960
4,361
Other interest
15
2,056
Total finance costs
251,090
166,847
11
Taxation
2022
2021
£
£
Current tax
UK corporation tax on profits for the current period
114,598
Adjustments in respect of prior periods
(56,619)
Double tax relief
-
(95,559)
Total UK current tax
(56,619)
19,039
Foreign current tax on profits for the current period
130,510
116,435
Adjustments in foreign tax in respect of prior periods
4,597
(17,640)
Total current tax
78,488
117,834
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
11
Taxation
2022
2021
£
£
(Continued)
- 34 -
Deferred tax
Origination and reversal of timing differences
(562,456)
(18,141)
Total tax (credit)/charge
(483,968)
99,693
The actual (credit)/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:
2022
2021
£
£
Profit before taxation
283,565
5,457
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
53,877
1,037
Tax effect of expenses that are not deductible in determining taxable profit
36,546
2,632
Unutilised tax losses carried forward
108,893
187,025
Change in unrecognised deferred tax assets
(562,456)
Double tax relief
(140,904)
(95,559)
Permanent capital allowances in excess of depreciation
33,455
(60,617)
Amortisation on assets not qualifying for tax allowances
66,148
72,796
Research and development tax credit
(187,627)
(163,467)
Other permanent differences
75,192
Under/(over) provided in prior years
(52,023)
(17,640)
Deferred tax adjustments in respect of prior years
(18,141)
Foreign tax
160,123
116,435
Taxation (credit)/charge
(483,968)
99,693
Factors that may affect future tax charges
An increase in the future main corporation tax rate to 25% from 1 April 2023 from the previously enacted 19% was announced in the budget on 3 March 2021 and substantively enacted on 24 May 2021. The deferred tax balance at the year end has been calculated based on the substantively enacted rate.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 35 -
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Intellectual property rights
Brand
Total
£
£
£
£
£
Cost
At 1 January 2022
1,664,390
(174,066)
103,657
1,513,663
3,107,644
Additions
334,908
334,908
At 31 December 2022
1,999,298
(174,066)
103,657
1,513,663
3,442,552
Amortisation and impairment
At 1 January 2022
1,664,390
(34,812)
103,656
639,704
2,372,938
Amortisation charged for the year
2,791
(17,406)
365,545
350,930
At 31 December 2022
1,667,181
(52,218)
103,656
1,005,249
2,723,868
Carrying amount
At 31 December 2022
332,117
(121,848)
1
508,414
718,684
At 31 December 2021
(139,254)
1
873,959
734,706
The company had no intangible fixed assets at 31 December 2022 or 31 December 2021.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 36 -
13
Tangible fixed assets
Group
Freehold land and buildings
Leasehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Assets held for leasing
Total
£
£
£
£
£
£
£
£
Cost
At 1 January 2022
69,319
360,480
722,598
3,073,143
633,734
1,422,428
1,424,493
7,706,195
Additions
230,228
5,889
151,255
102,623
147,507
511,940
1,149,442
Disposals
(69,319)
(15,101)
(11,082)
(86,434)
(271,008)
(442,684)
(895,628)
Transfers
9,488
(303)
(9,185)
Exchange adjustments
9,253
8,274
1,187
22,369
59,357
168,792
269,232
At 31 December 2022
230,228
369,733
731,148
3,214,200
672,292
1,349,099
1,662,541
8,229,241
Depreciation and impairment
At 1 January 2022
69,319
38,852
383,532
2,040,822
547,486
1,155,328
419,158
4,654,497
Depreciation charged in the year
1,879
16,047
67,920
145,812
52,826
136,326
307,949
728,759
Eliminated in respect of disposals
(69,319)
(14,972)
(11,082)
(82,677)
(224,558)
(216,794)
(619,402)
Transfers
9,488
(303)
(9,185)
Exchange adjustments
5,821
7,623
1,187
18,981
39,870
49,667
123,149
At 31 December 2022
1,879
60,720
453,591
2,176,436
536,616
1,097,781
559,980
4,887,003
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
13
Tangible fixed assets
(Continued)
- 37 -
Carrying amount
At 31 December 2022
228,349
309,013
277,557
1,037,764
135,676
251,318
1,102,561
3,342,238
At 31 December 2021
321,628
339,066
1,032,321
86,248
267,100
1,005,335
3,051,698
The company had no tangible fixed assets at 31 December 2022 or 31 December 2021.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
13
Tangible fixed assets
(Continued)
- 38 -
The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.
Group
Company
2022
2021
2022
2021
£
£
£
£
Plant and equipment
66,749
Motor vehicles
216,271
7,449
216,271
74,198
-
-
14
Fixed asset investments
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Investments in subsidiaries
15
4,717,046
4,717,046
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022 and 31 December 2022
4,717,046
Carrying amount
At 31 December 2022
4,717,046
At 31 December 2021
4,717,046
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
15
Subsidiaries
(Continued)
- 39 -
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Clark Clay Industries Limited
4
Ordinary
100.00
-
Promatic Holdings Limited
1
Ordinary
100.00
-
Promatic Group Limited
1
Ordinary
-
100.00
Promatic International Limited
1
Ordinary
-
100.00
Promatic Inc
2
Ordinary
-
100.00
Promatic UK Limited
1
Ordinary
-
100.00
Promatic EBT Limited
1
Ordinary
-
100.00
Promatic France SAS
3
Ordinary
-
100.00
Elettronica Progetti s.r.l
5
Ordinary
-
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Unit 1 Hooton Road, Hooton, Ellesmere Port, CH66 7PA
2
801 Mid America Drive, Plattsburg, MO 64477, USA
3
La Croix De Glatigny, Zone Artisanale, 61250, Lonrai, France
4
Priors Haw Road, Corby Northamptonshire, NN17 5PH
5
Via Oros SNC, 00071 Pomezia (RM), Italy
16
Stocks
Group
Company
2022
2021
2022
2021
£
£
£
£
Raw materials and consumables
1,705,459
871,360
-
-
Finished goods and goods for resale
1,506,711
1,714,286
3,212,170
2,585,646
-
-
Impairment losses totalling £235,004 (2021 - £Nil) were recognised in profit and loss during the year due to slow moving and obsolete stock.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 40 -
17
Debtors
Group
Company
2022
2021
2022
2021
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,947,576
1,668,379
Corporation tax recoverable
98,341
34,712
Other debtors
75,471
47,033
Prepayments and accrued income
296,480
183,842
2,417,868
1,933,966
-
-
Deferred tax asset (note 22)
445,303
43,340
7,215
2,863,171
1,977,306
7,215
-
The impairment gain/(loss) recognised in the Group profit and loss in respect of bad and doubtful debts was a debit of £4,541 (2021 - £4,407).
The amounts owed by group undertakings accrue interest at 2% and are repayable on demand.
18
Creditors: amounts falling due within one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
20
1,323,537
632,479
24,495
31,250
Obligations under finance leases
21
77,784
126,170
Other borrowings
20
470,952
Trade creditors
1,557,295
1,769,490
Amounts owed to group undertakings
3,669,916
3,605,260
Corporation tax payable
146,165
102,269
Other taxation and social security
295,499
285,468
-
-
Other creditors
210,710
170,941
109,000
145,000
Accruals and deferred income
758,632
592,114
30,500
4,840,574
3,678,931
3,833,911
3,781,510
The amounts owed to group undertakings accrue interest at 2% and are repayable on demand.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 41 -
19
Creditors: amounts falling due after more than one year
Group
Company
2022
2021
2022
2021
Notes
£
£
£
£
Bank loans and overdrafts
20
3,296,509
2,915,880
241,065
258,038
Obligations under finance leases
21
50,948
86,287
Other creditors
167,729
Accruals and deferred income
266,052
3,781,238
3,002,167
241,065
258,038
20
Loans and overdrafts
Group
Company
2022
2021
2022
2021
£
£
£
£
Bank loans
4,617,019
3,548,198
265,560
289,288
Bank overdrafts
3,027
161
Other loans
470,952
5,090,998
3,548,359
265,560
289,288
Payable within one year
1,794,489
632,479
24,495
31,250
Payable after one year
3,296,509
2,915,880
241,065
258,038
£865,660 (£2021 - £952,785) of bank loans in Promatic Inc are secured against assets purchased. Of this, £459,087 (2021 - £370,098) is due within one year and £406,574 (2021 - £582,687) is due after more than one year. Interest is charged between 1.9% - 5.85% depending on the individual agreement.
£2,122,917 (2021 - £2,416,667) of bank loans in the group relate to the Coronavirus Business Interruption Scheme. The balance is being repaid in monthly instalments beginning in August 2021 and ending in July 2026. Interest of £114,396 (2021 - £52,210) was charged in the year.
A new loan of £1,500,000 in Promatic Holdings Limited was received in the year for the share buyback acquisition.
The bank loan and loan notes are secured on the assets of the Group and rank in accordance with an "Intercreditors Deed" entered into by HSBC Bank Plc, Promatic Holdings Limited and subsidiaries, RAM (102) Limited and senior management.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 42 -
21
Finance lease obligations
Group
Company
2022
2021
2022
2021
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
77,784
126,170
In two to five years
50,948
86,287
128,732
212,457
-
-
Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery and motor vehicles. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 5 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Group
£
£
£
£
Accelerated capital allowances
-
-
70,288
43,340
Tax losses
-
-
375,015
-
Revaluations
127,104
287,597
-
-
127,104
287,597
445,303
43,340
Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Company
£
£
£
£
Tax losses
-
-
7,215
-
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
22
Deferred taxation
(Continued)
- 43 -
Group
Company
2022
2022
Movements in the year:
£
£
Liability at 1 January 2022
244,257
-
Credit to profit or loss
(562,456)
(7,215)
Asset at 31 December 2022
(318,199)
(7,215)
£91,386 (2021 - £39,913) of the deferred tax liability is expected to reverse within 12 months and relates to non deductible amortisation on assets introduced at fair value.
23
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
272,880
193,886
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 31 December 2022, the Group had pension commitments to the defined contribution scheme of £44,925 (2021 - £16,300).
24
Share capital
Group and company
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,000
10,000
10,000
10,000
Called up share capital represents the nominal value of the shares issued.
25
Reserves
Share premium
The share premium reserve includes the premium on issue of equity shares, net of any issue costs.
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
25
Reserves
(Continued)
- 44 -
Profit and loss reserves
The profit and loss reserve represents cumulative profits and losses, net of any dividends paid and other adjustments.
26
Financial commitments, guarantees and contingent liabilities
The Group is party to cross guarantees in relation to various loan notes and bank facilities made available to other companies in the Group. The amounts outstanding in respect of guarantees as at 31 December 2022 are £3,001,692 (2021 - £1,990,667).
27
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2022
2021
2022
2021
£
£
£
£
Within one year
189,241
166,505
-
-
Between two and five years
428,817
403,837
-
-
In over five years
18,801
70,031
-
-
636,859
640,373
-
-
28
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2022
2021
£
£
Aggregate compensation
940,376
805,659
The above includes National Insurance of £90,118 (2021 - £69,631).
Transactions with related parties
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
28
Related party transactions
(Continued)
- 45 -
2022
2021
£
£
Company
Interest received on loan notes
-
49,200
The following amounts were outstanding at the reporting end date:
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
28
Related party transactions
(Continued)
- 46 -
Amounts due to related parties
2022
2021
£
£
Company
Key management personnel
109,000
145,000
29
Cash generated from group operations
2022
2021
£
£
Profit/(loss) for the year after tax
767,533
(94,236)
Adjustments for:
Taxation (credited)/charged
(483,968)
99,693
Finance costs
251,090
166,847
Investment income
(572)
(85)
Gain on disposal of tangible fixed assets
(88,176)
(42,739)
Amortisation and impairment of intangible assets
350,930
383,139
Depreciation and impairment of tangible fixed assets
728,759
678,706
Movements in working capital:
Increase in stocks
(626,524)
(85,485)
(Increase)/decrease in debtors
(419,347)
245,830
Increase/(decrease) in creditors
436,978
(294,629)
Cash generated from operations
916,703
1,057,041
RAM (102) LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 47 -
30
Analysis of changes in net debt - group
1 January 2022
Cash flows
New finance leases
Other non-cash changes
Exchange rate movements
31 December 2022
£
£
£
£
£
£
Cash at bank and in hand
3,288,438
(1,943,868)
-
-
504,534
1,849,104
Bank overdrafts
(161)
(2,866)
-
-
-
(3,027)
3,288,277
(1,946,734)
-
-
504,534
1,846,077
Borrowings excluding overdrafts
(3,548,198)
(1,539,773)
-
-
-
(5,087,971)
Obligations under finance leases
(212,457)
63,385
(90,202)
110,542
-
(128,732)
(472,378)
(3,423,122)
(90,202)
110,542
504,534
(3,370,626)
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