Company registration number 06894905 (England and Wales)
RM2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
RM2 LIMITED
COMPANY INFORMATION
Directors
K Mazula
RM2 HOLLAND BV
Company number
06894905
Registered office
Unit 32
St.Asaph Business Park
St.Asaph
Wales
LL17 0JE
Auditors
Fisher, Sassoon & Marks
43-45 Dorset Street
London
W1U 7NA
RM2 LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Notes to the financial statements
8 - 13
RM2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company continued to be that of support all R&D endeavours in relation with the smart pallet technology on behalf of the group companies.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

K Mazula
RM2 HOLLAND BV
Auditor

The auditor, Fisher, Sassoon & Marks, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. 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;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
- 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 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 company’s auditor 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 company’s auditor is aware of that information.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

RM2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
On behalf of the board
K Mazula
Director
31 July 2024
RM2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RM2 LIMITED
- 3 -
Opinion

We have audited the financial statements of RM2 Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the balance sheet 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:

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 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:

RM2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RM2 LIMITED (CONTINUED)
- 4 -
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 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:

 

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 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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.

 

RM2 LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RM2 LIMITED (CONTINUED)
- 5 -

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

To address the risk of fraud through management bias and override of controls, we:

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or through collusion.

 

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.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Anthony Rose
Senior Statutory Auditor
For and on behalf of Fisher, Sassoon & Marks
31 July 2024
Chartered Accountants
Statutory Auditor
43-45 Dorset Street
London
W1U 7NA
RM2 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
2023
2022
Notes
£
£
Turnover
1,256,238
1,161,807
Direct cost
(18,259)
(55,930)
Gross profit
1,237,979
1,105,877
Administrative expenses
(1,186,233)
(1,259,529)
Operating profit/(loss)
51,746
(153,652)
Interest receivable and similar income
5
53,608
304
Interest payable and similar expenses
(30,801)
-
0
Profit/(loss) before taxation
74,553
(153,348)
Tax on profit/(loss)
6
139,388
72,421
Profit/(loss) for the financial year
213,941
(80,927)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

RM2 LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 7 -
2023
2022
Notes
£
£
Fixed assets
Tangible assets - other
7
5
684
Tangible assets - Pallet pool
7
1
1
6
685
Current assets
Debtors
8
635,608
2,437,976
Cash at bank and in hand
108,238
42,967
743,846
2,480,943
Creditors: amounts falling due within one year
9
(309,011)
(2,260,728)
Net current assets
434,835
220,215
Net assets
434,841
220,900
Capital and reserves
Called up share capital
12
100
100
Profit and loss reserves
434,741
220,800
Total equity
434,841
220,900

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 31 July 2024 and are signed on its behalf by:
K Mazula
Director
Company Registration No. 06894905
RM2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
1
Accounting policies
Company information

RM2 Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 32 St.Asaph Business Park, St.Asaph, Wales, LL17 0JE.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary 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.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company 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.

1.3
Turnover

Services fee receivable are recognised at the fair value of the consideration received or receivable for services provided in the normal course of business to the group companies, and is shown net of VAT and other sales related taxes.

Revenue relating to logistical services is recognised as the services are performed.

Revenue arising on operating leases for pallets is accounted for as on a straight line basis or a usage basis in accordance with the contract.

1.4
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.

1.5
Tangible fixed assets - other

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:

Plant & Machinery
33 1/3% per annum

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

RM2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 9 -
1.6
Tangible fixed assets - Pallet pool

The pallet pool is initially recognised at the standard cost of production including all expenses directly attributable to the manufacturing process and portions of related production overheads, based on normal operating capacity. It is subsequently measured cost less any accumulated depreciation and any accumulated impairment losses. Depreciation is calculated on a straight ­line basis over the estimated useful life of 5 years.

An impairment is recognised on the pallet pool. The recoverable amount is based on the quantity of pallets classified as fixed assets at year end considering the average quantity of lost and broken pallets to main clients extrapolated to the entire pool.

1.7
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.8
Retirement benefits

Payments to pension contribution retirement benefit schemes are charged as an expense as they fall due.

1.9
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

RM2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
2
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 critical judgements are the following:

 

The calculation of the company's current corporation tax charge involves a degree of estimation and judgement with respect of certain items, such as the research and development tax credit, whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority. The amount ultimately receivable may be materially different, therefore have an impact on the overall losses and cash flows of the company in future periods.

 

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.

3
Auditor's remuneration
2023
2022
For audit services
Audit of the financial statements of the company
11,250
8,750
4
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Number
Number
Total
4
4
5
Interest receivable and similar income
2023
2022
£
£
Interest receivable and similar income includes the following:
Interest receivable from group companies
53,406
-
0
6
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(78,642)
(75,000)
Adjustments in respect of prior periods
(69,668)
(5,257)
Total current tax
(148,310)
(80,257)
RM2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Taxation
2023
2022
£
£
(Continued)
- 11 -
Deferred tax
Origination and reversal of timing differences
8,922
7,836
Total tax credit
(139,388)
(72,421)
7
Tangible fixed assets
Plant and machinery etc
Pallet Pool
Total
£
£
£
Cost
At 1 January 2023
456,235
843,188
1,299,423
Disposals
(387,336)
(353,453)
(740,789)
At 31 December 2023
68,899
489,735
558,634
Depreciation and impairment
At 1 January 2023
455,551
843,187
1,298,738
Depreciation charged in the year
679
-
0
679
Eliminated in respect of disposals
(387,336)
(353,453)
(740,789)
At 31 December 2023
68,894
489,734
558,628
Carrying amount
At 31 December 2023
5
1
6
At 31 December 2022
684
1
685

 

8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
9,041
4,179
Corporation tax recoverable
223,512
323,205
Amounts owed by group undertakings
331,323
2,027,233
Other debtors
40,290
42,995
604,166
2,397,612
Deferred tax asset
31,442
40,364
635,608
2,437,976
RM2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
9
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
161,130
170,985
Amounts owed to group undertakings
40,000
1,962,079
Taxation and social security
10,676
9,693
Other creditors
97,205
117,971
309,011
2,260,728
10
Financial instruments
2023
2022
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
345,676
2,036,724
Carrying amount of financial liabilities
Measured at amortised cost
298,335
2,251,035
11
Retirement benefit schemes
2023
2022
Pension contribution schemes
£
£
Charge to profit or loss in respect of pension contribution schemes
9,719
8,845

The company operates a contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

12
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
ordinary shares of £1 each
100
100
100
100
13
Events after the reporting date

There are no subsequent events to report.

RM2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
14
Related party transactions

During the year, RM2 Limited received fee income of £1,150,889 (2022: £1,033,403) and interest of £53,406 (2022: £nil) from group undertakings. At the year end, a balance of £331,323 (2022: £2,027,233) due from group undertakings. The balance carries interest and repayable on demand.

 

During the year, RM2 Limited was charged interest of £30,801 (2022: £nil) by the fellow group companies. At the year end, a balance of £40,000 (2022: £1,962,079) due to group undertakings. The balance is repayable on demand.

 

The interest was charged at a rate in the range of 1.6% - 5.31% (2022: 1.61%).

 

15
Parent company

The company's immediate parent undertaking is RM2 Holland BV, a company incorporated in the Netherlands. The ultimate parent undertaking is RM2 international Inc, a company incorporated in the USA.

 

The smallest and largest group in which the results of the company are consolidated is that headed by RM2 International SA. Group financial statements are available at Duro & Goebel, 3, rue de la Chapelle, B.P. 758, L-2017 Luxembourg, Grand Duchy of Luxembourg or from the web site www.rm2.com.

 

There is no single controlling party of RM2 international Inc.

 

16
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2023
2022
£
£
Within one year
18,500
18,500
Between two and five years
13,875
32,375
32,375
50,875
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