ROL U.K. Holdings Limited 02741615 false 2023-01-01 2023-12-31 2023-12-31 2023-12-31 The principal activity of the company is the dormant holding company of ROL Fredbergs UK Limited. Digita Accounts Production Advanced 6.30.9574.0 true true true false false false true false 02741615 2023-01-01 2023-12-31 02741615 2023-12-31 02741615 bus:Director2 bus:Consolidated 2023-12-31 02741615 bus:Director3 bus:Consolidated 2023-12-31 02741615 bus:Director6 bus:Consolidated 2023-12-31 02741615 bus:Director7 bus:Consolidated 2023-12-31 02741615 bus:OrdinaryShareClass1 bus:Consolidated 2023-12-31 02741615 bus:Consolidated 2023-12-31 02741615 bus:Consolidated 1 2023-12-31 02741615 core:RetainedEarningsAccumulatedLosses 2023-12-31 02741615 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2023-12-31 02741615 core:ShareCapital 2023-12-31 02741615 core:ShareCapital bus:Consolidated 2023-12-31 02741615 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2023-12-31 02741615 core:CurrentFinancialInstruments 2023-12-31 02741615 core:CurrentFinancialInstruments bus:Consolidated 2023-12-31 02741615 core:CurrentFinancialInstruments core:WithinOneYear 2023-12-31 02741615 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2023-12-31 02741615 core:Goodwill 2023-12-31 02741615 core:Goodwill bus:Consolidated 2023-12-31 02741615 core:BetweenTwoFiveYears bus:Consolidated 2023-12-31 02741615 core:WithinOneYear bus:Consolidated 2023-12-31 02741615 core:FurnitureFittings bus:Consolidated 2023-12-31 02741615 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2023-12-31 02741615 core:PlantMachinery bus:Consolidated 2023-12-31 02741615 bus:FRS102 bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:Audited bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:FullAccounts bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:RegisteredOffice bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:CompanySecretary1 2023-01-01 2023-12-31 02741615 bus:Director2 bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:Director3 bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:Director6 bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:Director7 2023-01-01 2023-12-31 02741615 bus:Director7 bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:OrdinaryShareClass1 bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:Consolidated 1 2023-01-01 2023-12-31 02741615 bus:Consolidated 1 2023-01-01 2023-12-31 02741615 bus:Consolidated 1 2023-01-01 2023-12-31 02741615 bus:PrivateLimitedCompanyLtd bus:Consolidated 2023-01-01 2023-12-31 02741615 bus:ConsolidatedGroupCompanyAccounts 2023-01-01 2023-12-31 02741615 core:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 02741615 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2023-01-01 2023-12-31 02741615 core:ShareCapital 2023-01-01 2023-12-31 02741615 core:ShareCapital bus:Consolidated 2023-01-01 2023-12-31 02741615 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2023-01-01 2023-12-31 02741615 core:Goodwill bus:Consolidated 2023-01-01 2023-12-31 02741615 core:FurnitureFittings bus:Consolidated 2023-01-01 2023-12-31 02741615 core:FurnitureFittingsToolsEquipment bus:Consolidated 2023-01-01 2023-12-31 02741615 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2023-01-01 2023-12-31 02741615 core:LeaseholdImprovements bus:Consolidated 2023-01-01 2023-12-31 02741615 core:PlantMachinery bus:Consolidated 2023-01-01 2023-12-31 02741615 core:Subsidiary1 2023-01-01 2023-12-31 02741615 core:Subsidiary1 1 2023-01-01 2023-12-31 02741615 core:Subsidiary1 countries:England 2023-01-01 2023-12-31 02741615 countries:EnglandWales bus:Consolidated 2023-01-01 2023-12-31 02741615 2022-12-31 02741615 bus:Consolidated 2022-12-31 02741615 core:RetainedEarningsAccumulatedLosses 2022-12-31 02741615 core:RetainedEarningsAccumulatedLosses bus:Consolidated 2022-12-31 02741615 core:ShareCapital 2022-12-31 02741615 core:ShareCapital bus:Consolidated 2022-12-31 02741615 core:TotalEquityAttributableToOwnersParentBeforeNon-controllingInterests bus:Consolidated 2022-12-31 02741615 core:Goodwill 2022-12-31 02741615 core:Goodwill bus:Consolidated 2022-12-31 02741615 core:CostValuation 2022-12-31 02741615 core:FurnitureFittings bus:Consolidated 2022-12-31 02741615 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2022-12-31 02741615 core:PlantMachinery bus:Consolidated 2022-12-31 02741615 2022-01-01 2022-12-31 02741615 2022-12-31 02741615 bus:OrdinaryShareClass1 bus:Consolidated 2022-12-31 02741615 bus:Consolidated 2022-12-31 02741615 bus:Consolidated 1 2022-12-31 02741615 core:CurrentFinancialInstruments 2022-12-31 02741615 core:CurrentFinancialInstruments bus:Consolidated 2022-12-31 02741615 core:CurrentFinancialInstruments core:WithinOneYear 2022-12-31 02741615 core:CurrentFinancialInstruments core:WithinOneYear bus:Consolidated 2022-12-31 02741615 core:BetweenTwoFiveYears bus:Consolidated 2022-12-31 02741615 core:WithinOneYear bus:Consolidated 2022-12-31 02741615 core:FurnitureFittings bus:Consolidated 2022-12-31 02741615 core:LandBuildings core:ShortLeaseholdAssets bus:Consolidated 2022-12-31 02741615 core:PlantMachinery bus:Consolidated 2022-12-31 02741615 bus:Consolidated 2022-01-01 2022-12-31 02741615 bus:Consolidated 1 2022-01-01 2022-12-31 02741615 core:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 02741615 core:ShareCapital 2022-01-01 2022-12-31 02741615 core:Subsidiary1 1 2022-01-01 2022-12-31 02741615 2021-12-31 02741615 bus:Consolidated 2021-12-31 02741615 core:RetainedEarningsAccumulatedLosses 2021-12-31 02741615 core:ShareCapital 2021-12-31 iso4217:GBP xbrli:pure xbrli:shares

Registration number: 02741615

ROL U.K. Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

ROL U.K. Holdings Limited

Contents

Company Information

1

Strategic Report

2

Director's Report

3

Statement of Director's Responsibilities

4

Independent Auditor's Report

5 to 8

Consolidated Profit and Loss Account

9

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Statement of Cash Flows

16

Notes to the Financial Statements

17 to 29

 

ROL U.K. Holdings Limited

Company Information

Director

Mr Kurt Stefan Lager

Company secretary

Miss Charlotte Mary Oswin

Registered office

Unit 3 Cyan Close
Burton Joyce
Nottingham
Nottinghamshire
NG14 5JX

Auditors

Atkinson Evans Limited
Chartered Certified Accountants
The Old Drill Hall
10 Arnot Hill Road
Arnold
Nottingham
Nottinghamshire
NG5 6LJ

 

ROL U.K. Holdings Limited

Strategic Report for the Year Ended 31 December 2023

The director presents his strategic report for the year ended 31 December 2023.

Principal activity

The principal activity of the group is the dormant holding company of ROL Fredbergs UK Limited.

Fair review of the business

Principal risks and uncertainties

Approved and authorised by the director on 23 September 2024
 

.........................................
Mr Kurt Stefan Lager
Director

 

ROL U.K. Holdings Limited

Director's Report for the Year Ended 31 December 2023

The director presents his report and the for the year ended 31 December 2023.

Directors of the group

The directors who held office during the year were as follows:

Mr David Olof Anders Magnusson (ceased 7 February 2023)

Mr Lars Niclas Isaksson (ceased 2 May 2024)

Mr Rodney Scott Peter Walker (ceased 16 May 2023)

Mr Kurt Stefan Lager (appointed 16 May 2023)

Financial instruments

Objectives and policies

Price risk, credit risk, liquidity risk and cash flow risk

Disclosure of information to the auditor

The director has taken 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 auditor is aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.

Reappointment of auditors

In accordance with section 485 of the Companies Act 2006, a resolution for the re-appointment of Atkinson Evans Limited as auditors of the company is to be proposed at the forthcoming Annual General Meeting.

Approved and authorised by the director on 23 September 2024
 

.........................................
Mr Kurt Stefan Lager
Director

 

ROL U.K. Holdings Limited

Statement of Director's Responsibilities

The director acknowledges his responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

select suitable accounting policies and 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

ROL U.K. Holdings Limited

Independent Auditor's Report to the Members of ROL U.K. Holdings Limited

Opinion

We have audited the financial statements of ROL U.K. Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, Statement of Cash Flows, and 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 group's and the parent company's affairs as at 31 December 2023 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.

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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

ROL U.K. Holdings Limited

Independent Auditor's Report to the Members of ROL U.K. Holdings Limited

We have nothing to report in this regard.

Opinion on other matter 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Director's Report.

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 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 the director

As explained more fully in the Statement of Director's Responsibilities [set out on page 4], the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor 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:

 

ROL U.K. Holdings Limited

Independent Auditor's Report to the Members of ROL U.K. Holdings Limited

Our assessment focused on key laws and regulations the entity has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice and relevant tax legislation.

We are not responsible for preventing irregularities. Our approach to detect irregularity included, but was not limited to, the following:
- obtaining an understanding of the legal and regulatory framework applicable to the entity and how the entity is complying with that framework;
- obtaining an understanding of the entity's policies and procedures and how the entity has complied with these, through discussions and sample testing of controls;
- an understanding of the entity's risk assessment process, including the risk of fraud;
- designing our audit procedures to respond to our risk assessment; and;
- performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias, specifically the carrying value of stock, recoverability of trade debtors and valuation of accrued costs.

Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities from fraud are inherently more difficult to detect than those arising from error.

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. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 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.

 

ROL U.K. Holdings Limited

Independent Auditor's Report to the Members of ROL U.K. Holdings Limited

......................................
Jason D Evans FCCA (Senior Statutory Auditor)
For and on behalf of Atkinson Evans Limited, Statutory Auditor

The Old Drill Hall
10 Arnot Hill Road
Arnold
Nottingham
Nottinghamshire
NG5 6LJ

23 September 2024

 

ROL U.K. Holdings Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2023

Note

2023
£

2022
£

Turnover

3

6,870,529

6,778,393

Cost of sales

 

(4,888,397)

(5,083,488)

Gross profit

 

1,982,132

1,694,905

Administrative expenses

 

(1,196,473)

(892,759)

Other operating income

4

-

500

Operating profit

5

785,659

802,646

Interest payable and similar expenses

7

(7,917)

(668)

Profit before tax

 

777,742

801,978

Profit for the financial year

 

777,742

801,978

Profit/(loss) attributable to:

 

Owners of the company

 

777,742

801,978

The group has no recognised gains or losses for the year other than the results above.

 

ROL U.K. Holdings Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023

2023
£

2022
£

Profit for the year

777,742

801,978

Total comprehensive income for the year

777,742

801,978

Total comprehensive income attributable to:

Owners of the company

777,742

801,978

 

ROL U.K. Holdings Limited

(Registration number: 02741615)
Consolidated Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

12

192,566

39,934

Current assets

 

Stocks

14

146,689

186,536

Debtors

15

1,863,390

3,209,264

Cash at bank and in hand

 

448,409

3,083

 

2,458,488

3,398,883

Creditors: Amounts falling due within one year

17

(2,021,778)

(3,587,283)

Net current assets/(liabilities)

 

436,710

(188,400)

Net assets/(liabilities)

 

629,276

(148,466)

Capital and reserves

 

Called up share capital

19

731,600

731,600

Retained earnings

(102,324)

(880,066)

Equity attributable to owners of the company

 

629,276

(148,466)

Shareholders' funds/(deficit)

 

629,276

(148,466)

Approved and authorised by the director on 23 September 2024
 

.........................................
Mr Kurt Stefan Lager
Director

 

ROL U.K. Holdings Limited

(Registration number: 02741615)
Balance Sheet as at 31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

13

1,199,000

1,199,000

Current assets

 

Debtors

15

759,500

760,000

Cash at bank and in hand

 

1,470

1,542

 

760,970

761,542

Creditors: Amounts falling due within one year

17

(1,500,000)

(1,950,751)

Net current liabilities

 

(739,030)

(1,189,209)

Net assets

 

459,970

9,791

Capital and reserves

 

Called up share capital

19

731,600

731,600

Retained earnings

(271,630)

(721,809)

Shareholders' funds

 

459,970

9,791

The company made a profit after tax for the financial year of £450,179 (2022 - profit of £759,926).

Approved and authorised by the director on 23 September 2024
 

.........................................
Mr Kurt Stefan Lager
Director

 

ROL U.K. Holdings Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 January 2023

731,600

(880,066)

(148,466)

(148,466)

Profit for the year

-

777,742

777,742

777,742

At 31 December 2023

731,600

(102,324)

629,276

629,276

 

ROL U.K. Holdings Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Retained earnings
£

Total
£

At 1 January 2023

731,600

(721,809)

9,791

Profit for the year

-

450,179

450,179

At 31 December 2023

731,600

(271,630)

459,970

Share capital
£

Retained earnings
£

Total
£

At 1 January 2022

731,600

(1,481,735)

(750,135)

Profit for the year

-

759,926

759,926

At 31 December 2022

731,600

(721,809)

9,791

 

ROL U.K. Holdings Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

777,742

801,978

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

20,891

19,168

 

798,633

821,146

Working capital adjustments

 

Decrease/(increase) in stocks

14

39,847

(186,536)

Decrease/(increase) in trade debtors

15

1,345,874

(3,209,264)

(Decrease)/increase in trade creditors

17

(1,128,478)

3,143,915

Net cash flow from operating activities

 

1,055,876

569,261

Cash flows from investing activities

 

Acquisitions of tangible assets

(173,523)

(9,888)

Net increase in cash and cash equivalents

 

882,353

559,373

Cash and cash equivalents at 1 January

 

(440,285)

-

Cash and cash equivalents at 31 December

 

442,068

559,373

Out of balance to Cash and cash equivalents category (adjusted for overdrafts)

 

-

999,658

 

ROL U.K. Holdings Limited

Statement of Cash Flows for the Year Ended 31 December 2023

Note

2023
£

2022
£

Cash flows from operating activities

Profit for the year

 

450,179

759,926

Adjustments to cash flows from non-cash items

 

Finance income

(450,250)

(760,000)

 

(71)

(74)

Working capital adjustments

 

Decrease/(increase) in trade debtors

15

500

(760,000)

(Decrease)/increase in trade creditors

17

(450,750)

1,950,750

Net cash flow from operating activities

 

(450,321)

1,190,676

Cash flows from investing activities

 

Interest received

450,250

760,000

Net (decrease)/increase in cash and cash equivalents

 

(71)

1,950,676

Cash and cash equivalents at 1 January

 

1,541

-

Cash and cash equivalents at 31 December

 

1,470

1,950,676

Out of balance to Cash and cash equivalents category (adjusted for overdrafts)

 

-

1,949,135

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Unit 3 Cyan Close
Burton Joyce
Nottingham
Nottinghamshire
NG14 5JX

These financial statements were authorised for issue by the director on 23 September 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The presentation currency of the financial statements is the Pound Sterling (£).

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

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

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Judgements

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 profit 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.

Revenue recognition

Turnover comprises sales of goods and services excluding sales taxes. Turnover is measured based on the consideration which the group expects to be entitled in a contract with the customer. The group recognises revenue when it transfers control of a product or service to the customer fulfilling the obligations of the contract.

The following accounting policies are applied to the principal revenue generating activities of the group:
- Turnover from the sales of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Where consideration is received in advance of the performance of obligations being satisfied, a contract liability is recognised.
- Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs.Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

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

Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Improvements to property

Straight line over the life of the lease

Plant and machinery

Straight line over 5 years

Fixtures and fittings

Straight line over 4 years

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life.

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are impaired, the carrying amount is reduced to its selling price less costs to complete and sell; the impairment loss is recognised immediately in profit or loss.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as trade and other debtors and creditors, loans from banks and other third parties, and loans to related parties.
 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price and subsequently measured at amortised cost.
 Impairment
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the group would receive for the asset if it were to be sold at the balance sheet date.

3

Turnover

The analysis of the group's turnover for the year from continuing operations is as follows:

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

2023
£

2022
£

Sale of goods

6,729,763

6,626,297

Rental income from investment property

140,766

141,640

Grants received

-

10,456

6,870,529

6,778,393

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2023
£

2022
£

Miscellaneous other operating income

-

500

5

Operating profit

Arrived at after charging/(crediting)

2023
£

2022
£

Depreciation expense

20,891

19,168

6

Other interest receivable and similar income

2023
£

2022
£

7

Interest payable and similar expenses

2023
£

2022
£

Foreign exchange gains

7,917

668

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

431,695

409,179

Social security costs

42,298

41,838

Pension costs, defined contribution scheme

19,032

17,677

493,025

468,694

The average number of persons employed by the company (including the director) during the year, was 0 (2022 - 0).

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

9

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

8,500

8,500


 

10

Taxation

11

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2023

1,899

1,899

At 31 December 2023

1,899

1,899

Amortisation

At 1 January 2023

1,899

1,899

At 31 December 2023

1,899

1,899

Carrying amount

At 31 December 2023

-

-

Company

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2023

1,899

1,899

At 31 December 2023

1,899

1,899

Amortisation

At 1 January 2023

1,899

1,899

At 31 December 2023

1,899

1,899

Carrying amount

At 31 December 2023

-

-

12

Tangible assets

Group

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Short leasehold land and buildings
£

Fixtures and fittings
£

Plant and machinery
£

Total
£

Cost or valuation

At 1 January 2023

65,530

45,689

-

111,219

Additions

141,493

12,871

19,159

173,523

At 31 December 2023

207,023

58,560

19,159

284,742

Depreciation

At 1 January 2023

35,125

36,160

-

71,285

Charge for the year

13,106

6,827

958

20,891

At 31 December 2023

48,231

42,987

958

92,176

Carrying amount

At 31 December 2023

158,792

15,573

18,201

192,566

At 31 December 2022

30,405

9,529

-

39,934

Included within the net book value of land and buildings above is £158,792 (2022 - £30,405) in respect of short leasehold land and buildings.
 

13

Investments

Company

2023
£

2022
£

Investments in subsidiaries

1,199,000

1,199,000

Subsidiaries

£

Cost or valuation

At 1 January 2023

1,199,000

Provision

Carrying amount

At 31 December 2023

1,199,000

At 31 December 2022

1,199,000

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

2023

2022

Subsidiary undertakings

ROL Fredbergs UK Limited

Unit 3 Cyan Close
Burton Joyce
Nottingham
Nottinghamshire
NG14 5JX

England

Ordinary

100%

100%

Subsidiary undertakings

ROL Fredbergs UK Limited

The principal activity of ROL Fredbergs UK Limited is Turnkey projects. The profit for the financial period of ROL Fredbergs UK Limited was £777,813 and the aggregate amount of capital and reserves at the end of the period was £1,368,306.

14

Stocks

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Finished goods and goods for resale

146,689

186,536

-

-

Group

15

Debtors

   

Group

Company

Current

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

1,428,695

3,133,698

-

-

Amounts owed by related parties

10,699

8,471

759,500

760,000

Other debtors

 

9,426

-

-

-

Prepayments

 

414,570

67,095

-

-

   

1,863,390

3,209,264

759,500

760,000

16

Cash and cash equivalents

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash at bank

448,409

3,083

1,470

1,542

Bank overdrafts

(6,341)

(443,368)

-

(1)

Cash and cash equivalents in statement of cash flows

442,068

(440,285)

1,470

1,541

17

Creditors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Due within one year

 

Loans and borrowings

20

6,341

443,368

-

1

Trade creditors

 

264,754

105,301

-

-

Amounts due to related parties

1,500,000

2,226,787

1,500,000

1,950,750

Social security and other taxes

 

19,530

603,842

-

-

Outstanding defined contribution pension costs

 

2,832

2,951

-

-

Accruals

 

228,321

205,034

-

-

 

2,021,778

3,587,283

1,500,000

1,950,751

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

18

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £19,032 (2022 - £17,677).

Contributions totalling £2,832 (2022 - £2,951) were payable to the scheme at the end of the year and are included in creditors.

19

Share capital

Allotted, called up and fully paid shares

2023

2022

No.

£

No.

£

Ordinary of £1 each

731,600

731,600

731,600

731,600

       

20

Loans and borrowings

Current loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Bank overdrafts

6,341

443,368

-

1

Group

Bank borrowings

is denominated in with a nominal interest rate of %, and the final instalment is due on . The carrying amount at year end is £Nil (2022 - £Nil).

The above bank overdrafts are secured by a fixed and floating charge over the assets of ROL Fredbergs UK Limited, and a guarantee provided by Livan Holdings AB.

21

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

 

ROL U.K. Holdings Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

2023
£

2022
£

Not later than one year

218,611

158,566

Later than one year and not later than five years

496,722

39,744

715,333

198,310

The amount of non-cancellable operating lease payments recognised as an expense during the year was £Nil (2022 - £Nil).

22

Dividends

2023

2022

£

£

 

 

23

Parent and ultimate parent undertaking

The consolidated financial statements of this group are publicly available in Sweden and can be obtained from the above address.

 The company's immediate parent is ROL Fredbergs AB, incorporated in Sweden.

 The ultimate parent is Livan Holding AB, incorporated in Sweden.

  These financial statements are available upon request from ROL AB, Flygpatsvgen 1, S-555 93, Jonkoping, Sweden