REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 October 2023 |
for |
RML Group Limited |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements for the Year Ended 31 October 2023 |
for |
RML Group Limited |
RML Group Limited (Registered number: 01829156) |
Contents of the Financial Statements |
for the Year Ended 31 October 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Income Statement | 10 |
Other Comprehensive Income | 11 |
Balance Sheet | 12 |
Statement of Changes in Equity | 13 |
Cash Flow Statement | 14 |
Notes to the Cash Flow Statement | 15 |
Notes to the Financial Statements | 17 |
RML Group Limited |
Company Information |
for the Year Ended 31 October 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
2 Pavilion Court |
600 Pavilion Drive |
Northampton |
NN4 7SL |
RML Group Limited (Registered number: 01829156) |
Strategic Report |
for the Year Ended 31 October 2023 |
The directors present their strategic report for the year ended 31 October 2023. |
REVIEW OF BUSINESS |
The year under review represented a year of development for RML. |
2023 saw the continuance of some large multi year programmes - |
" The Bizzarrini continuation model continued successful production and customer deliveries in a range of specifications, receiving high praise for the quality of the build, with this initial programme on track to be completed in early 2024. |
" The ongoing development of the self-branded RML Short Wheelbase moved from the prototype, which received significant praise and plaudits from the media, into production. The 1st two production cars being successfully built, tested and delivered to customers. |
" The Lotus GT4 program transitioned from design & development into series production of the 30 car build programme, with RML as the build and global customer support partner. This contract continues into 2024. |
" Investment continued into our HV Battery design and build capability, with programmes underway for both on and off highway applications. Activities during the year included the continued advanced battery development for the world's first 3D printed hybrid hyper car (Czinger), with series production of its high-capacity hybrid battery packs planned for early 2024. |
" Further feasibility studies for a wide range of potential customers, including OEMs, start up companies with ambitions to break into mass production of EV vehicles, supercar manufacturers and further continuation models. The surge in the specialist EV market has led to significant future opportunities, with RML's Battery capabilities seen as industry leading. |
The company faced significant working capital challenges due to its continued investment in various projects. |
The company has started the year commencing 31st October 2023 with a reasonable order book, but with several further new projects under discussion in the automotive, SVO and EV sectors. However, profitability continues to be under pressure due to the order mix and the phasing of the various projects underway. Liquidity continues to be under pressure due to significant investments made for the future. The company will continue to invest in its skill base, technical capabilities, and facilities to maintain and grow revenue levels and profitability in the forthcoming years. |
In Q1 2024 the business was sold to a single new shareholder who sees significant growth opportunities within the business and its capabilities. This has been followed by a number of significant capital injections to provide working capital. A new COO (Chief Operating Officer) with 25 years automotive industry experience has been appointed, to deliver these ambitious growth plans. To enable this the business has been restructured into 4 divisions - Power, Engineering, Motorsport & Bespoke. These 4 divisions will enable the company to better focus on, and communicate, its core skills and product offerings, to drive further sales and revenue growth in the most cost-efficient manner. During 2024 RML celebrates its 40th anniversary, enabling it to further highlight its successes and capabilities. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The company's principal financial instruments comprise cash and various items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations. The existence of these financial instruments exposes the company to a number of financial risks, the main risk being credit risk. |
The directors review and agree policies for managing credit risk by dealing with established customers and checking the credit worthiness of new and existing customers, establishing clear contractual relationships with those customers and by identifying and addressing any credit issues arising in a timely manner. |
RML Group Limited (Registered number: 01829156) |
Strategic Report |
for the Year Ended 31 October 2023 |
GOING CONCERN |
In evaluating the going concern aspect the directors have considered the company's financial forecasts over the next twelve months. The company forecasts have been prepared on the assumption that the company will raise monies from new investment into the business via new ownership to meet its business requirements, but also have an increase in new business opportunities currently in the pipeline but not yet contracted. |
The key assumption in these forecasts is a marked increase in sales on account of the initiatives taken by the company and improvement in profitability. The directors are confident that the company would be able to achieve the projected revenue. The directors are also confident that the company will be able to raise monies from the investors to meet the business requirements of the company as detailed in the financial projections. |
ON BEHALF OF THE BOARD: |
RML Group Limited (Registered number: 01829156) |
Report of the Directors |
for the Year Ended 31 October 2023 |
The directors present their report with the financial statements of the company for the year ended 31 October 2023. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 October 2023. |
DIRECTORS |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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 company and of the profit or loss of the company 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; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
RML Group Limited (Registered number: 01829156) |
Report of the Directors |
for the Year Ended 31 October 2023 |
AUDITORS |
The auditors, Harris & Co (Accountants) Ltd, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
RML Group Limited |
Opinion |
We have audited the financial statements of RML Group Limited (the 'company') for the year ended 31 October 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 October 2023 and of its loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, 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 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 the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
RML Group Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the 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 Statement of Directors' Responsibilities set out on page four, 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 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
RML Group Limited |
Auditors' 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 a Report of the Auditors 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: |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant: The Companies Act 2015 and 2006, UK employment legislation and UK health and safety legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. |
- We understood how the company is complying with those legal and regulatory frameworks by making enquiries through our review of relevant documentation. |
- The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. Audit procedures performed by the engagement team included: |
- Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud; |
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and |
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations. |
- As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud to be management override. Our audit work did not identify any instances of fraud by management override. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
RML Group Limited |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
2 Pavilion Court |
600 Pavilion Drive |
Northampton |
NN4 7SL |
RML Group Limited (Registered number: 01829156) |
Income Statement |
for the Year Ended 31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 |
Cost of sales | ( | ) | ( | ) |
GROSS PROFIT |
Administrative expenses | ( | ) | ( | ) |
(6,665,267 | ) | (963,058 | ) |
Other operating income | 4 |
OPERATING LOSS | 6 | ( | ) | ( | ) |
Interest receivable and similar income |
(6,359,725 | ) | (832,593 | ) |
Interest payable and similar expenses | 7 | ( | ) |
LOSS BEFORE TAXATION | ( | ) | ( | ) |
Tax on loss | 8 | ( | ) |
LOSS FOR THE FINANCIAL YEAR | ( | ) | ( | ) |
RML Group Limited (Registered number: 01829156) |
Other Comprehensive Income |
for the Year Ended 31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
LOSS FOR THE YEAR | ( | ) | ( | ) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | ( | ) | ( | ) |
RML Group Limited (Registered number: 01829156) |
Balance Sheet |
31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | - | 523,461 |
Tangible assets | 10 | 1,557,327 | 2,375,947 |
1,557,327 | 2,899,408 |
CURRENT ASSETS |
Stocks | 11 | 4,454,231 | 4,623,354 |
Debtors | 12 | 1,496,928 | 5,084,751 |
Cash at bank | 178,585 | 1,724,778 |
6,129,744 | 11,432,883 |
CREDITORS |
Amounts falling due within one year | 13 | (9,940,885 | ) | (13,034,005 | ) |
NET CURRENT LIABILITIES | (3,811,141 | ) | (1,601,122 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | (2,253,814 | ) | 1,298,286 |
CREDITORS |
Amounts falling due after more than one year | 14 | (3,886,880 | ) | - |
NET (LIABILITIES)/ASSETS | (6,140,694 | ) | 1,298,286 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 19,000 | 19,000 |
Capital redemption reserve | 19 | 1,000 | 1,000 |
Retained earnings | 19 | (6,160,694 | ) | 1,278,286 |
SHAREHOLDERS' FUNDS | (6,140,694 | ) | 1,298,286 |
The financial statements were approved by the Board of Directors and authorised for issue on |
RML Group Limited (Registered number: 01829156) |
Statement of Changes in Equity |
for the Year Ended 31 October 2023 |
Called up | Capital |
share | Retained | redemption | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 November 2021 | 19,000 | 1,991,803 | 1,000 | 2,011,803 |
Changes in equity |
Total comprehensive income | - | (713,517 | ) | - | (713,517 | ) |
Balance at 31 October 2022 | 19,000 | 1,278,286 | 1,000 | 1,298,286 |
Changes in equity |
Total comprehensive income | - | (7,438,980 | ) | - | (7,438,980 | ) |
Balance at 31 October 2023 | 19,000 | (6,160,694 | ) | 1,000 | (6,140,694 | ) |
RML Group Limited (Registered number: 01829156) |
Cash Flow Statement |
for the Year Ended 31 October 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | ( | ) |
Interest paid | ( | ) |
Tax paid | ( | ) |
Net cash from operating activities | ( | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | ( | ) |
Purchase of tangible fixed assets | ( | ) | ( | ) |
Sale of tangible fixed assets |
Interest received |
Net cash from investing activities | ( | ) | ( | ) |
Cash flows from financing activities |
Capital repayments in year |
Amount withdrawn by directors | (7,763 | ) | - |
Net cash from financing activities |
(Decrease)/increase in cash and cash equivalents | ( | ) |
Cash and cash equivalents at beginning of year | 2 | 987,255 |
Cash and cash equivalents at end of year | 2 | 1,724,778 |
RML Group Limited (Registered number: 01829156) |
Notes to the Cash Flow Statement |
for the Year Ended 31 October 2023 |
1. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
Loss before taxation | ( | ) | ( | ) |
Depreciation charges |
Loss/(profit) on disposal of fixed assets | ( | ) |
Impairment loss | 665,406 | - |
Amortisation | 244,563 | - |
Finance costs | 628,822 | - |
Finance income | (9,960 | ) | (2,006 | ) |
(4,584,094 | ) | (312,360 | ) |
Decrease/(increase) in stocks | ( | ) |
Decrease/(increase) in trade and other debtors | ( | ) |
(Decrease)/increase in trade and other creditors | ( | ) |
Cash generated from operations | ( | ) |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 October 2023 |
31/10/23 | 1/11/22 |
£ | £ |
Cash and cash equivalents | 178,585 | 1,724,778 |
Bank overdrafts | ( | ) |
177,970 | 1,724,778 |
Year ended 31 October 2022 |
31/10/22 | 1/11/21 |
£ | £ |
Cash and cash equivalents | 1,724,778 | 987,255 |
RML Group Limited (Registered number: 01829156) |
Notes to the Cash Flow Statement |
for the Year Ended 31 October 2023 |
3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) |
At 1/11/22 | Cash flow | At 31/10/23 |
£ | £ | £ |
Net cash |
Cash at bank | 1,724,778 | (1,546,193 | ) | 178,585 |
Bank overdrafts | - | (615 | ) | (615 | ) |
1,724,778 | ( | ) | 177,970 |
Debt |
Finance leases | - | (438,182 | ) | (438,182 | ) |
- | (438,182 | ) | (438,182 | ) |
Total | 1,724,778 | (1,984,990 | ) | (260,212 | ) |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements |
for the Year Ended 31 October 2023 |
1. | STATUTORY INFORMATION |
RML Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company'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. |
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. |
- Assessment of the commercial and technical viability of development projects in order to determine the write off period and any impairment in the carrying value. |
- The assessment of any provision required under FRS102 for anticipated losses on contracts. The estimates of future revenues and costs requires the exercise of judgement. |
- The assessment of the likely level of warranty claims based on previous experience and the judgement of the provision required. |
- The assessment of the saleability of stock in the light of current sales volumes and judgement of the level of any slow moving or obsolete stock provision needed. |
- Reviewing the condition of leasehold property and assessing the need for any dilapidation provisions. |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
In accordance with FRS 102, where relevant, income is recognised in accordance with contract performance or in the absence of specific criteria income is time apportioned over the period of the contract. |
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, 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 cost to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered. |
Invoices in advance are taken to deferred income. |
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. Development expenditure that is capitalised is regularly assessed for its recoverability and an impairment provision made when it is no longer considered to be of future economic benefit. |
Capitalised development cost are included within intangible assets and recognised at cost. They are subsequently measured at cost less accumulated amortisation and accumulated impairment losses. |
Amortisation is recognised so as to write off the cost of the assets less their residual values over their useful lives on the following bases: |
Development costs 20% - 33% on cost |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Short leasehold - 25% on cost |
Plant and machinery - 25% on cost |
Fixtures, fittings and computers - 25% to 33% on cost |
Motor vehicles - 33% on cost |
Tooling - 33% on cost |
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 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 the 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 and 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 being 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 as a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
Stocks |
Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
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. |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
Going concern |
The financial statements have been prepared on a going concern basis, which assumes that the company will continue in operational existence for the foreseeable future. |
In assessing the appropriateness of the going concern assumption, the directors have reviewed the latest management information, detailed forecasts and the present order book for a period of at least twelve months from the expected date of approval of the financial statements. Based on these forecasts, the directors have a reasonable expectation that the company can meet its liabilities as they fall due. The cash position of the company has also significantly improved after the year end as a result of further investment into the company by the shareholders. |
For the reasons set out above, the directors have prepared the financial statements on a going concern basis, and have concluded that there are no material uncertainties related to going concern. |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
Cash and cash equivalents |
Cash and cash equivalents are basic financial instruments 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. |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
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 while not amortised. |
Other financial assets other financial assets, including investments in equity instruments which are not subsidiaries, associates, or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment. |
Impairment of financial assets |
Financial assets, other than those held at fair value through profit and loss, are assessed full indicators of impairment at each reporting end date. |
Financial assets are impaired where there is objective evidence that, because 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 company transfers the financial asset and subsequently 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 |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
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 its liabilities. |
Basic financial liabilities |
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are not 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. |
All the financial liabilities |
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or financing as appropriate, unless hedge accounting is applied, and the hedge is a cash flow hedge. |
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled. |
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. |
Derivatives |
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re measured 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 he is recognised as a financial asset, whereas A derivative with a negative fair value is recognised as a financial liability. |
Employee benefits |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
2. | ACCOUNTING POLICIES - continued |
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 employees' services are received. |
Termination benefits recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits. |
Leases |
Leases are classified as finance leases whenever the terms of the lease transfer subsequently 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 asset's 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 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 the economic benefits from the leased assets are consumed. |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
2023 | 2022 |
£ | £ |
An analysis of turnover by geographic area has been omitted as the directors consider this information to be commercially sensitive. |
4. | OTHER OPERATING INCOME |
2023 | 2022 |
£ | £ |
RDEC receipt |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
5. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
2023 | 2022 |
Management and Administration | 50 | 19 |
Production | 88 | 106 |
2023 | 2022 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
Information regarding the highest paid director is as follows: |
2023 | 2022 |
£ | £ |
Emoluments etc |
6. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Hire of plant and machinery |
Depreciation - owned assets |
Loss/(profit) on disposal of fixed assets | ( | ) |
Development costs amortisation |
Auditors' remuneration |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Other Loan Interest | 613,604 | Nil |
HP Interest | 3,044 | Nil |
Total | 616,648 | Nil |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
8. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | ( | ) |
Deferred tax |
Tax on loss | ( | ) |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
Loss before tax | ( | ) | ( | ) |
Loss multiplied by the standard rate of corporation tax in the UK of (2022 - | ( | ) | ( | ) |
Effects of: |
Expenses not deductible for tax purposes | ( | ) |
Depreciation in excess of capital allowances |
Utilisation of tax losses |
Deferred tax | 22,758 | 77,242 |
R and D Tax credits | (4,367 | ) | (196,318 | ) |
Total tax charge/(credit) | 450,433 | (119,076 | ) |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
9. | INTANGIBLE FIXED ASSETS |
Development |
costs |
£ |
COST |
At 1 November 2022 |
Impairments | (278,898 | ) |
At 31 October 2023 |
AMORTISATION |
At 1 November 2022 |
Amortisation for year |
At 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
10. | TANGIBLE FIXED ASSETS |
Fixtures, |
Short | Plant and | fittings |
leasehold | machinery | & computers |
£ | £ | £ |
COST |
At 1 November 2022 |
Additions |
Disposals |
Impairments | - | - | - |
At 31 October 2023 |
DEPRECIATION |
At 1 November 2022 |
Charge for year |
Eliminated on disposal |
At 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
10. | TANGIBLE FIXED ASSETS - continued |
Motor |
vehicles | Tooling | Totals |
£ | £ | £ |
COST |
At 1 November 2022 |
Additions |
Disposals | ( | ) | ( | ) |
Impairments | - | (386,508 | ) | (386,508 | ) |
At 31 October 2023 |
DEPRECIATION |
At 1 November 2022 |
Charge for year |
Eliminated on disposal | ( | ) | ( | ) |
At 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
11. | STOCKS |
2023 | 2022 |
£ | £ |
Raw materials |
Work-in-progress |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Other debtors |
Directors' current accounts | 7,763 | - |
Deferred tax asset |
Accelerated capital allowances |
Prepayments and accrued income |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Bank loans and overdrafts (see note 15) |
Hire purchase contracts (see note 16) |
Trade creditors |
Tax | ( | ) |
Social security and other taxes |
VAT | 158,129 | (566,699 | ) |
Other creditors |
Accruals and deferred income |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Hire purchase contracts (see note 16) |
Shareholder loan | 3,613,604 | - |
15. | LOANS |
An analysis of the maturity of loans is given below: |
2023 | 2022 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank overdrafts |
The shareholder loan is due for repayment in more than 12 months. |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Hire purchase contracts |
2023 | 2022 |
£ | £ |
Net obligations repayable: |
Within one year |
Between one and five years |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
16. | LEASING AGREEMENTS - continued |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 352,504 | 374,886 |
Between one and five years | 329,769 | 329,769 |
682,273 | 704,655 |
17. | DEFERRED TAX |
£ |
Balance at 1 November 2022 | (22,758 | ) |
Charge to Income Statement during year | 22,758 |
Balance at 31 October 2023 | - |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
A ordinary shares | £1 | 9,000 | 9,000 |
B ordinary shares | £1 | 10,000 | 10,000 |
19,000 | 19,000 |
19. | RESERVES |
Capital |
Retained | redemption |
earnings | reserve | Totals |
£ | £ | £ |
At 1 November 2022 | 1,278,286 | 1,000 | 1,279,286 |
Deficit for the year | (7,438,980 | ) | (7,438,980 | ) |
At 31 October 2023 | (6,160,694 | ) | 1,000 | (6,159,694 | ) |
20. | PENSION COMMITMENTS |
The charge to the profit or loss in respect of defined contribution schemes was £254,632 (£2022 £180,961). |
RML Group Limited (Registered number: 01829156) |
Notes to the Financial Statements - continued |
for the Year Ended 31 October 2023 |
21. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31 October 2023 and 31 October 2022: |
2023 | 2022 |
£ | £ |
Balance outstanding at start of year |
Amounts advanced |
Amounts repaid |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year |
22. | ULTIMATE CONTROLLING PARTY |
The controlling party is P Sharma. |
The company is a wholly owned subsidiary of Rough Riders Holdings Limited. |