Kruger Bidco Limited
Annual Report and Financial Statements
For the year ended 30 April 2024
Company Registration No. 12875618 (England and Wales)
Kruger Bidco Limited
Company Information
Directors
S Egerton
J Prince
M James
(Appointed 13 September 2024)
Company number
12875618
Registered office
Rhino House
Deans Road
Ellesmere Port
Cheshire
CH65 4DR
Auditor
Moore Kingston Smith LLP
The Shipping Building
The Old Vinyl Factory
Blyth Road
Hayes
London
UB3 1HA
Kruger Bidco Limited
Contents
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 39
Kruger Bidco Limited
Strategic Report
For the year ended 30 April 2024
Page 1

The directors present the strategic report for the year ended 30 April 2024.

Review of the Business

Kruger Bidco Limited is the holding company of the Rhino Products Holdings Limited group of companies (Rhino Products Group). The principal business activity of the group throughout the period was that of a manufacturer of vehicle accessory equipment for light commercial vehicles.

 

The business has traded exceptionally well throughout the financial year to 30 April 2024 and has managed to report a strong turnover of £31.86m and Adjusted EBITDA of £7.7m. The shortages in registrations of new Light Commercial Vehicles (LCV’s) that we experienced in the prior financial year have started to come to an end with an increase of 15.5% in new LCV’s registered in the UK when compared to the prior financial year. This has led to increased customer demand, particularly from larger fleets of vehicles.

 

The significant increases in worldwide commodity prices have also started to stabilize in this financial year after significant year on year increases due to supply chain shortages initially caused by the covid-19 pandemic and exasperated by the Ukraine war. This has stabilized the costs of our raw materials and allowed the Gross Profit margins of the group to return to normal levels after a challenging period in the prior financial year.

 

Despite the above improvements in turnover and gross margins we have traded through a high inflationary period with indirect costs including labour costs and services continuing to rise as the year progressed leading to increased operating expenses. In addition to this the Bank of England base rate reached a 15 year high in August 23 to 5.25% and remained at this level throughout the financial year which has had a negative impact on various industries such as the property and building trade, which has consequently reduced customer demand from these industries.

 

The directors are pleased with the financial position of the group at 30 April 2024. The directors’ expectation is that company will continue to grow its sales whilst maintaining its profitability over the short, medium, and long term.

Key performance indicators
The key performance indicators for the year ended 30 April 2024 were as follows:
2024
2023
% Growth
Turnover
£31.86m
£24.63m
29.3%
Adjusted EBITDA
£7.7m
£4.75m
62.2%
Adjusted EBITDA Margin
23.6%
19.3%

Turnover of £31.86 million for the year ended 30 April 2024 is 29.3% up on the prior financial year. This is a significant increase and has come from increases in both the UK and Europe. New LCV registrations are up in the UK (by 15.5%) and are also up in Europe compared to the prior year. This has contributed to the increased sales along winning new business and increasing market share in Europe. Hubb Systems Ltd was acquired in April 2022 and has contributed to the turnover increase (£1.0m) in the year, with its new internal racking product range (MR4). AVS Steps Ltd has also increased its sales activity in the year (£936k).

 

Adjusted EBITDA of £7.7 million has been achieved in the year. This is an increase of 62.2% on the £4.75 million Adjusted EBITDA achieved in the prior financial year. This is a phenomenal increase and has been achieved due to a combination of increased turnover along with improved gross profit margins achieved in the year due to raw material prices stabilizing and market conditions improving.

Kruger Bidco Limited
Strategic Report (Continued)
For the year ended 30 April 2024
Page 2
Future developments and strategy

The Directors continue to re-invest revenues into Research & Development to ensure that Rhino Products remains a market leader in the UK and Europe for the manufacture of accessories for commercial vehicles. The company will continue to bring high-quality products to market through innovative designs led by its in-house design team with various new product releases expected in the next financial year.

 

The Rhino Group intends to use its strong brand name and high-quality product portfolio to continue growing market share in its Domestic and European markets over the coming years along with seizing opportunities to increase its Rest of World customer base.

 

In addition to organic growth in both new and existing markets the Rhino group is also continuing its buy and build strategy to acquire businesses in the UK and Europe with the right strategic fit.

 

Principal risk and uncertainties

The management of the business and execution of the group’s strategy are subject to a number of risks.

 

Economic Risk

The key risks and uncertainties that the business faces are linked to the ongoing economic impacts of the Ukraine war and conflict in the middle East which could cause further inflationary pressures along with prolonged increased interest rates having a negative impact on the economy and subdued customer demand.

 

The company has managed to mitigate these issues as much as possible by having strong partnerships with its suppliers and forward pricing agreements in place where possible along with holding sufficient stock of both raw and finished products to prevent stock outs. The company trades with customers in a number of different industries, meaning it is not solely reliant on any industry in particular.

 

Business & Financial Risk

One of the key business risks for the group is the risk of competition in both its Domestic and European markets. The group mitigates the risk of competition by supplying a wide range of high-quality products to various markets, catering to a number of different types of customers with bespoke fittings on a wide range of commercial vehicles.

 

The Rhino group predominantly conducts most of its trade in either GBP or Euros. This exposes the group to an exchange rate risk when converting Euros into GBP. This exchange rate risk is offset by the group having entities in Europe who hold Euro bank accounts and use Euros to support their ongoing operations. The group also purchases a proportion of its raw materials from Europe in Euro’s which also offsets this risk.

 

Credit Risk

As with any trading group, the group is exposed to the risk of bad debts and potential recoverability issues

from customers.

 

The group mitigates this risk by credit checking customers, having credit limits in place along with having its exposure spread over a wide range of customers without an over reliance on any one customer in particular.

Environmental and Social Governance (ESG)

The Rhino Group has an ongoing commitment towards sustainability, reducing its carbon footprint and impact on the environment. Over the last 12 months the company has become carbon neutral at its head office and main manufacturing site at Ellesmere Port in the UK. There are plans over the next 12 months to extend this across all sites in the group in both the UK and Europe and reduce the group’s overall carbon footprint.

Kruger Bidco Limited
Strategic Report (Continued)
For the year ended 30 April 2024
Page 3

On behalf of the board

S Egerton
Director
30 September 2024
Kruger Bidco Limited
Directors' Report
For the year ended 30 April 2024
Page 4

The directors present their annual report and financial statements for the year ended 30 April 2024.

Directors

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

S Egerton
J P Clarke
(Resigned 13 September 2024)
J Prince
G T Jacobson
(Resigned 13 September 2024)
J Leone
(Resigned 13 September 2024)
M James
(Appointed 13 September 2024)
Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Auditor

The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of business review, research and development and future developments.

On behalf of the board
S Egerton
Director
30 September 2024
Kruger Bidco Limited
Directors' Responsibilities Statement
For the year ended 30 April 2024
Page 5

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Kruger Bidco Limited
Independent Auditor's Report
To the Members of Kruger Bidco Limited
Page 6
Opinion

We have audited the financial statements of Kruger Bidco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cashflows 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 FRS 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 group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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.

Kruger Bidco Limited
Independent Auditor's Report (Continued)
To the Members of Kruger Bidco Limited
Page 7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

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 group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.

Kruger Bidco Limited
Independent Auditor's Report (Continued)
To the Members of Kruger Bidco Limited
Page 8
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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

Kruger Bidco Limited
Independent Auditor's Report (Continued)
To the Members of Kruger Bidco Limited
Page 9

Explanation as to what extent 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. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

Kruger Bidco Limited
Independent Auditor's Report (Continued)
To the Members of Kruger Bidco Limited
Page 10

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jeremy Read (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
30 September 2024
Chartered Accountants
Statutory Auditor
The Shipping Building
The Old Vinyl Factory
Blyth Road
Hayes
London
UB3 1HA
Kruger Bidco Limited
Group Statement of Comprehensive Income
For the year ended 30 April 2024
Page 11
2024
2023
Notes
£
£
Turnover
3
31,855,990
24,629,270
Cost of sales
(15,716,188)
(13,139,847)
Gross profit
16,139,802
11,489,423
Distribution costs
(2,293,239)
(1,948,920)
Administrative expenses
(11,099,532)
(9,758,862)
Operating profit/(loss)
4
2,747,031
(218,359)
Interest receivable and similar income
45,684
539
Interest payable and similar expenses
8
(4,039,970)
(3,589,715)
Loss before taxation
(1,247,255)
(3,807,535)
Tax on loss
9
(701,617)
(538,865)
Loss for the financial year
(1,948,872)
(4,346,400)
Other comprehensive losses
Currency translation differences
(104,031)
178,301
Total comprehensive income for the year
(2,052,903)
(4,168,099)
The loss for the financial period is attributable to the owners of the parent company.
Total comprehensive income for the year is attributable to the owners of the parent company.
Kruger Bidco Limited
Group Balance Sheet
As at 30 April 2024
30 April 2024
Page 12
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
18,444,497
21,252,215
Other intangible assets
11
197,204
123,683
Total intangible assets
18,641,701
21,375,898
Tangible assets
12
3,206,619
2,990,309
21,848,320
24,366,207
Current assets
Stocks
15
4,798,655
4,560,484
Debtors
17
5,553,138
4,084,994
Cash at bank and in hand
5,120,574
4,932,545
15,472,367
13,578,023
Creditors: amounts falling due within one year
18
(5,805,842)
(5,130,601)
Net current assets
9,666,525
8,447,422
Total assets less current liabilities
31,514,845
32,813,629
Creditors: amounts falling due after more than one year
19
(40,857,444)
(40,557,620)
Provisions for liabilities
23
(386,599)
(374,017)
Net liabilities
(9,729,198)
(8,118,008)
Capital and reserves
Called up share capital
26
15,850
15,850
Share premium account
1,679,574
1,679,574
Share based payment reserve
1,548,449
1,106,736
Other reserves
(120,177)
(16,146)
Profit and loss account
(12,852,894)
(10,904,022)
Total equity
(9,729,198)
(8,118,008)
The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
30 September 2024
S  Egerton
Director
Kruger Bidco Limited
Company Balance Sheet
As at 30 April 2024
30 April 2024
Page 13
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
36,678,580
36,678,580
Current assets
Debtors
17
1,475,718
1,465,446
Cash at bank and in hand
37,999
22,671
1,513,717
1,488,117
Creditors: amounts falling due within one year
18
(5,698,725)
(5,316,626)
Net current liabilities
(4,185,008)
(3,828,509)
Total assets less current liabilities
32,493,572
32,850,071
Creditors: amounts falling due after more than one year
19
(40,840,319)
(40,488,050)
Net liabilities
(8,346,747)
(7,637,979)
Capital and reserves
Called up share capital
26
15,850
15,850
Share premium account
1,679,574
1,679,574
Share based payment reserve
1,548,449
1,106,736
Profit and loss account
(11,590,620)
(10,440,139)
Total equity
(8,346,747)
(7,637,979)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £1,150,481 (2023: £3,715,169 ).

The financial statements were approved by the board of directors and authorised for issue on 30 September 2024 and are signed on its behalf by:
30 September 2024
S  Egerton
Director
Company Registration No. 12875618
Kruger Bidco Limited
Group Statement of Changes in Equity
For the year ended 30 April 2024
Page 14
Share capital
Share premium account
Share based payment reserve
Other reserves
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 May 2022
15,850
1,679,574
665,023
(194,447)
(6,557,622)
(4,391,622)
Year ended 30 April 2023:
Loss for the year
-
-
-
-
(4,346,400)
(4,346,400)
Other comprehensive income:
Currency translation differences
-
-
-
-
0
178,301
178,301
Total comprehensive income for the year
-
-
-
-
(4,168,099)
(4,168,099)
Equity settled share-based payments
27
-
-
441,713
-
-
441,713
Transfer of currency translation differences
-
-
-
178,301
(178,301)
-
Balance at 30 April 2023
15,850
1,679,574
1,106,736
(16,146)
(10,904,022)
(8,118,008)
Year ended 30 April 2024:
Loss for the year
-
-
-
-
(1,948,872)
(1,948,872)
Other comprehensive income:
Currency translation differences
-
-
-
-
0
(104,031)
(104,031)
Total comprehensive income for the year
-
-
-
-
(2,052,903)
(2,052,903)
Equity settled share-based payments
27
-
-
441,713
-
-
441,713
Transfer of currency translation differences
-
-
-
(104,031)
104,031
-
Balance at 30 April 2024
15,850
1,679,574
1,548,449
(120,177)
(12,852,894)
(9,729,198)
Kruger Bidco Limited
Company Statement of Changes in Equity
For the year ended 30 April 2024
Page 15
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 May 2022
15,850
1,679,574
665,023
(6,724,970)
(4,364,523)
Year ended 30 April 2023:
Loss and total comprehensive income for the year
-
-
-
(3,715,169)
(3,715,169)
Equity settled share-based payments
27
-
-
441,713
-
441,713
Balance at 30 April 2023
15,850
1,679,574
1,106,736
(10,440,139)
(7,637,979)
Year ended 30 April 2024:
Loss and total comprehensive income for the year
-
-
-
(1,150,481)
(1,150,481)
Equity settled share-based payments
27
-
-
441,713
-
441,713
Balance at 30 April 2024
15,850
1,679,574
1,548,449
(11,590,620)
(8,346,747)
Kruger Bidco Limited
Group Statement of Cash Flows
For the year ended 30 April 2024
Page 16
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
33
8,219,191
4,383,394
Interest paid
(1,922,593)
(650,222)
Income taxes paid
(724,645)
(376,101)
Net cash inflow from operating activities
5,571,953
3,357,071
Investing activities
Purchase of intangible assets
(311,529)
(223,297)
Purchase of tangible fixed assets
(1,273,370)
(611,104)
Proceeds from disposal of tangible fixed assets
18,985
-
Interest received
45,684
539
Net cash used in investing activities
(1,520,230)
(833,862)
Financing activities
Loan note interest
(1,076,742)
-
Repayment of bank loans
(2,733,012)
(639,177)
Payment of finance leases obligations
(53,940)
(51,023)
Net cash used in financing activities
(3,863,694)
(690,200)
Net increase in cash and cash equivalents
188,029
1,833,009
Cash and cash equivalents at beginning of year
4,932,545
3,099,536
Cash and cash equivalents at end of year
5,120,574
4,932,545
Kruger Bidco Limited
Notes to the Financial Statements
For the year ended 30 April 2024
Page 17
1
Accounting policies
Company information

Kruger Bidco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Rhino House, Deans Road, Ellesmere Port, United Kingdom, CH65 4DR.

 

The group consists of Kruger Bidco Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations upon acquisition are adjusted for final fair values at the reporting date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Kruger Bidco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 April 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
1
Accounting policies
(Continued)
Page 18
1.3
Going concern

The group made a loss for the period of £2,052,903 and had a net liabilities position of £9,729,198 at the balance sheet date. However the group has net current assets of £9,666,525 and significant cash balances, and is cash generative. The results for the period include significant non cash items such as amortisation of goodwill, and as can be seen by note 10 the group generates positive EBITDA. The group has traded profitably at an EBITDA level since the year-end. The directors have produced forecasts which show the directors' expectation of growth in the group post year end. As a result, they have a reasonable expectation that the company has adequate resources to continue in operational existence for at least 12 months from the date of approval of the financial statements. Additionally as seen in note 31 and 32, since the balance sheet date Kruger Midco Limited have obtained significant influence over the group, becoming the immediate parent company, with Kruger Topco Limited becoming the Ultimate parent company. The directors have obtained confirmation that the group will continue to have adequate resources and finances following the restructure. Therefore, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.5
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.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
4 years
Patents & licences
4 - 5 years
Development costs
4 years
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
1
Accounting policies
(Continued)
Page 19
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Freehold land and buildings
3.33% straight line
Leasehold improvements
25% reducing balance
Plant and equipment
20-25% reducing balance and 10-20% straight line
Fixtures and fittings
20-25% reducing balance & 20-50% straight line
Motor vehicles
25% reducing balance

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

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). 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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Raw material costs are comprised of the direct cost of material.

 

Work in progress and finished goods are comprised of unit cost plus labour costs absorbed in machinery/manufacturing, and absorbed overhead costs.

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.

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
1
Accounting policies
(Continued)
Page 20
1.12
Cash at bank and in hand

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
1
Accounting policies
(Continued)
Page 21
Other financial liabilities

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 though 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 group's contractual obligations expire or are discharged or cancelled.

1.14
Compound instruments

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

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

Current tax

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

Deferred tax

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

 

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

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
1
Accounting policies
(Continued)
Page 22
1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.19
Retirement benefits

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

1.20
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

 

Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
1
Accounting policies
(Continued)
Page 23
1.21
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.22
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.

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 24
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Depreciation/ amortisation

The depreciation and amortisation charges in respect of tangible and intangible fixed assets are based on the directors' best estimate of the useful economic lives and residual values of each asset class. The useful economic lives and residual values of each asset class are reassessed annually. Annual impairment reviews are performed on each class of asset to ensure that the carrying values are appropriate.

Stock provisions

The group makes an estimate of the value of obsolete and slow moving stock lines based on the aging of the stock in hand. Provision is made where the estimated selling price less costs to sell and complete is less than the original cost.

Debtor provisions

The group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors the directors consider factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. Provision is made when there is significant uncertainty over the timing or likelihood of the recovery of debts.

Share based payments

Judgement and estimation is required in determining the fair value of shares at the date of award. The fair value is estimated using valuation techniques which take into account the awards’ term, the risk-free interest rate and the expected volatility of the market price of the Company’s shares. Details of share-based payments and the assumptions applied are disclosed in note 27.

3
Turnover and other revenue

An analysis of the group's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Sale of goods
31,855,990
24,629,270
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
3
Turnover and other revenue
(Continued)
Page 25
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
16,957,897
12,910,935
Europe
13,941,244
11,359,770
Rest of the world
956,849
358,565
31,855,990
24,629,270
4
Operating profit/(loss)
2024
2023
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Exchange losses/(gains)
71,621
(70,400)
Depreciation of owned tangible fixed assets
1,003,212
1,061,646
Depreciation of tangible fixed assets held under finance leases
24,126
23,410
Amortisation of intangible assets
3,045,726
3,018,864
Profit on disposal of tangible fixed assets
(9,626)
-
Share-based payments
441,713
441,713
Operating lease charges
796,390
776,327
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
21,600
20,160
Audit of the financial statements of the company's subsidiaries
59,950
55,920
81,550
76,080
For other services
All other non-audit services
12,300
11,465
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 26
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Manufacturing and distribution
107
91
-
-
Research and development
5
5
-
-
Administration and management
43
39
-
-
Total
155
135
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
4,913,044
4,049,687
-
-
Share based payment costs
441,713
441,713
441,713
441,713
Social security costs
497,311
340,387
-
-
Pension costs
158,506
117,274
-
0
-
0
6,010,574
4,949,061
441,713
441,713
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
299,823
284,227
Company pension contributions to defined contribution schemes
4,200
4,200
304,023
288,427
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
171,823
150,691
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
7
Directors' remuneration
(Continued)
Page 27

The number of directors for whom retirement benefits are accruing under defined contribution pension schemes amounted to 1 (2023: 1).

 

The remuneration for the directors of the parent company was borne by Rhino Products Limited.

 

The remuneration of key management personnel, which includes the directors, was £598,990 (2023: £590,766).

8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Interest on bank overdrafts and loans
841,872
694,056
Interest on loan notes
3,194,118
2,891,147
4,035,990
3,585,203
Other finance costs:
Interest on finance leases and hire purchase contracts
3,980
4,512
Total finance costs
4,039,970
3,589,715
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
698,383
181,900
Adjustments in respect of prior periods
(278,890)
-
0
Total UK current tax
419,493
181,900
Foreign current tax on profits for the current period
269,542
255,505
Total current tax
689,035
437,405
Deferred tax
Origination and reversal of timing differences
12,078
101,460
Changes in tax rates
504
-
0
Total deferred tax
12,582
49,858
Total tax charge for the year
701,617
538,865
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
9
Taxation
(Continued)
Page 28

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Loss before taxation
(1,247,255)
(3,807,535)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 19.49%)
(311,814)
(742,089)
Tax effect of expenses that are not deductible in determining taxable profit
1,452,108
1,070,128
Adjustments in respect of prior years
(278,889)
-
0
Research and development tax credit
-
0
(40,383)
Other movements
(29,521)
133,504
Tax losses unutilised/ (utilised)
-
0
69,812
Impact of foreign taxes
(35,292)
78,478
Patent box deduction
(94,975)
(30,585)
Taxation charge for the year
701,617
538,865
10
Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA)
2024
2023
£
£
Loss for the financial year
(1,948,872)
(4,346,400)
Interest payable and similar expenses
4,039,970
3,589,715
Interest receivable and similar income
(45,684)
(539)
Taxation
701,617
538,865
Depreciation charge for the period
1,027,338
1,085,056
Amortisation charge for the period
3,045,726
3,018,864
EBITDA
6,820,095
3,885,561
Other adjustments:
Profit on disposal of fixed assets
(9,626)
-
Business combination related costs
247,149
161,165
Share based payment costs
441,713
441,713
Reorganisation costs
-
93,877
Ownership related costs
189,131
159,747
Other costs
8,135
4,286
Adjusted EBITDA
7,696,597
4,746,349
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 29
11
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Development costs
Total
£
£
£
£
£
Cost
At 1 May 2023
28,077,174
14,618
64,135
473,376
28,629,303
Additions - internally developed
-
0
-
0
-
0
235,509
235,509
Additions - separately acquired
-
0
39,540
16,314
20,166
76,020
At 30 April 2024
28,077,174
54,158
80,449
729,051
28,940,832
Amortisation and impairment
At 1 May 2023
6,824,959
275
56,436
371,735
7,253,405
Amortisation charged for the year
2,807,718
2,547
20,900
214,561
3,045,726
At 30 April 2024
9,632,677
2,822
77,336
586,296
10,299,131
Carrying amount
At 30 April 2024
18,444,497
51,336
3,113
142,755
18,641,701
At 30 April 2023
21,252,215
14,343
7,699
101,641
21,375,898
The company had no intangible fixed assets at 30 April 2024 or 30 April 2023.
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 30
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 May 2023
637,116
1,932,984
2,016,327
614,843
254,971
5,456,241
Additions
485,151
153,699
294,405
221,838
118,277
1,273,370
Disposals
-
0
-
0
(29,850)
-
0
(8,977)
(38,827)
Exchange adjustments
(21,336)
(868)
(1,445)
(3,658)
(1,257)
(28,564)
At 30 April 2024
1,100,931
2,085,815
2,279,437
833,023
363,014
6,662,220
Depreciation and impairment
At 1 May 2023
34,510
1,297,325
695,572
348,669
89,856
2,465,932
Depreciation charged in the year
14,488
438,144
405,550
114,107
55,049
1,027,338
Eliminated in respect of disposals
-
0
-
0
(22,336)
-
0
(7,132)
(29,468)
Exchange adjustments
(2,050)
(867)
(1,077)
(3,031)
(1,176)
(8,201)
At 30 April 2024
46,948
1,734,602
1,077,709
459,745
136,597
3,455,601
Carrying amount
At 30 April 2024
1,053,983
351,213
1,201,728
373,278
226,417
3,206,619
At 30 April 2023
602,606
635,659
1,320,755
266,174
165,115
2,990,309
The company had no tangible fixed assets at 30 April 2024 or 30 April 2023.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
2024
2023
2024
2023
£
£
£
£
Plant and equipment
44,463
-
0
-
0
-
0
Motor vehicles
54,433
72,578
-
0
-
0
98,896
72,578
-
-
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 31
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
36,678,580
36,678,580
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2023 and 30 April 2024
36,678,580
Carrying amount
At 30 April 2024
36,678,580
At 30 April 2023
36,678,580
14
Subsidiaries

Details of the company's subsidiaries at 30 April 2024 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Rhino Products Holdings Limited
UK
Intermediate holding company
Ordinary
100.00
-
Rhino Products Limited
UK
Production and distribution of roof rack and roof bar systems for trade use
Ordinary
-
100.00
AVS Steps Limited
UK
Production and distribution of vehicle access steps
Ordinary
-
100.00
Rhino Products BV
Netherlands
Import and distribution of roof rack and roof bar systems for trade use
Ordinary
-
100.00
Rhino Products Nordic AB
Sweden
Import and distribution of roof rack and roof bar systems for trade use
Ordinary
-
100.00
Rhino Products Spolka     Z.o.o
Poland
Import and distribution of roof rack and roof bar systems for trade use
Ordinary
-
100.00
Hubb Systems Limited
UK
Production and distribution of roof rack and roof bar systems for trade use
Ordinary
-
100.00
Rhino Products SARL
France
Import and distribution of roof rack and roof bar systems for trade use
Ordinary
-
100.00
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 32
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
1,666,863
2,172,011
-
-
Work in progress
209,297
206,560
-
-
Finished goods and goods for resale
2,922,495
2,181,913
-
0
-
0
4,798,655
4,560,484
-
-
16
Financial instruments
Group
Company
2024
2023
2024
2023
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
4,394,704
3,426,669
1,469,257
1,460,879
Carrying amount of financial liabilities
Measured at amortised cost
45,988,550
45,162,256
46,539,044
45,804,676
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
4,331,172
3,426,669
-
0
-
0
Amounts owed by group undertakings
-
-
1,469,257
1,460,879
Other debtors
245,781
63,405
6,461
4,567
Prepayments and accrued income
976,185
594,920
-
0
-
0
5,553,138
4,084,994
1,475,718
1,465,446
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 33
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
20
714,854
704,134
714,854
704,134
Obligations under finance leases
21
43,598
45,093
-
0
-
0
Trade creditors
3,460,091
3,092,314
12,891
9,134
Amounts owed to group undertakings
-
0
-
0
4,615,559
4,247,937
Corporation tax payable
169,465
205,075
-
0
-
0
Other taxation and social security
505,271
320,890
-
-
Other creditors
386,284
407,292
355,421
355,421
Accruals and deferred income
526,279
355,803
-
0
-
0
5,805,842
5,130,601
5,698,725
5,316,626
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Loan notes
22
33,602,459
31,555,006
33,602,459
31,555,006
Bank loans and overdrafts
20
7,237,860
8,933,044
7,237,860
8,933,044
Obligations under finance leases
21
17,125
69,570
-
0
-
0
40,857,444
40,557,620
40,840,319
40,488,050
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
7,952,714
9,637,178
7,952,714
9,637,178
Payable within one year
714,854
704,134
714,854
704,134
Payable after one year
7,237,860
8,933,044
7,237,860
8,933,044
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
20
Loans and overdrafts
(Continued)
Page 34

Included within bank loans at the reporting date are two loans. The first loan is repayable on a quarterly basis, with final repayment on the maturity date of 31 October 2025, and interest is charged at 4% plus LIBOR per annum. The second loan is repayable in full upon maturity on 31 October 2026, with interest being charged at 4.5% plus LIBOR per annum.

 

Certain group companies have entered into a multilateral guarantee in respect of the loans. The assets of the group are pledged as security by way of fixed and floating charges.

 

 

21
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
45,720
49,811
-
0
-
0
In two to five years
18,302
78,903
-
0
-
0
64,022
128,714
-
-
Less: future finance charges
(3,299)
(14,051)
-
0
-
0
60,723
114,663
-
0
-
0

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 35
22
Loan notes
Group
Company
2024
2023
2024
2023
£
£
£
£
Loan notes
33,602,459
31,555,006
33,602,459
31,555,006

The loan notes constitute A1, A2, B1 and B2 loan notes.

 

The loan notes are repayable at the earlier of the sale of company and 30 April 2027, with interest being charged on the loan notes at 10% per annum.

 

Included at the reporting date are £16,801,230 (2023: £15,777,503) of unsecured loan notes, and £16,801,229 (2023: £15,777,503) of secured loan notes, secured by way of fixed and floating charges against the assets of the group.

 

The terms of the A1, A2, B1 and B2 loan notes meet the definition of basic financial instruments and therefore have been measured at amortised cost. At the balance sheet date, the value of these loan notes was £33,602,459 (2023: £31,555,006).

 

 

23
Provisions for liabilities
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Warranty provision
56,057
56,057
-
-
Deferred tax liabilities
24
330,542
317,960
-
0
-
0
386,599
374,017
-
0
-
0
Movements on provisions apart from deferred tax liabilities:
Warranty provision
Group
£
At 1 May 2023 and 30 April 2024
56,057
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 36
24
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
317,546
305,468
Other timing differences
12,996
12,492
330,542
317,960
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 May 2023
317,960
-
Charge to profit or loss
12,582
-
Liability at 30 April 2024
330,542
-
25
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge in respect of defined contribution schemes
158,506
117,274

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

26
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 1p each
415,000
415,000
4,150
4,150
B Ordinary shares of 2p each
438,941
438,941
8,779
8,779
C1 Ordinary shares of 2p each
91,059
91,059
1,821
1,821
C2 Ordinary shares of 2p each
55,000
55,000
1,100
1,100
1,000,000
1,000,000
15,850
15,850
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
26
Share capital
(Continued)
Page 37

The A Ordinary shares have attached to them full dividend and capital distribution (including on winding up) rights but do not confer any rights of redemption. The shares also have attached to them full voting rights.

 

The B Ordinary shares have attached to them full dividend and capital distribution (including on winding up) rights but do not confer any rights of redemption. The shares also have attached to them full voting rights, expect in the case of an enhanced voting event, when the holder's voting rights will be suspended.

 

The C1 Ordinary shares have attached to them full dividend and capital distribution (including on winding up) rights but do not confer any rights of redemption. The shares also have attached to them full voting rights, expect in the case of an enhanced voting event, when the holder's voting rights will be suspended.

 

The C2 Ordinary shares have attached to them full dividend and capital distribution (including on winding up) rights but do not confer any rights of redemption. The shares also have attached to them full voting rights, expect in the case of an enhanced voting event, when the holder's voting rights will be suspended.

27
Share-based payment transactions

The company entered into arrangements with certain employees for its own equity instruments being B, C1 and C2 Ordinary shares during the period ended 30 April 2021. The employees will receive value from these shares on a future sale, if still in employment at the time of sale. Accordingly, these are treated as share based payments and will be equity-settled.

 

The fair value of these shares have been determined using the Black Scholes model at £1,766,851. This charge is being recognised over a period of four years to 31 October 2024.

Group
Company
2024
2023
2024
2023
£
£
£
£
Expenses recognised in the year
Arising from equity settled share based payment transactions
441,713
441,713
441,713
441,713
Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 38
28
Operating lease commitments
Lessee

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

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
944,149
751,812
-
-
Between two and five years
2,820,521
2,274,839
-
-
In over five years
1,618,614
674,139
-
-
5,383,284
3,700,790
-
-
29
Financial commitments, guarantees and contingent liabilities

Kruger Bidco Limited, AVS Steps Limited, Rhino Products Holdings Limited, Rhino Products Limited, Hubb Systems Limited and Rhino Products BV have given a multilateral guarantee in favour of HSBC bank. Total group borrowings at the year end were £7,952,714 (2023: £9,637,178).

 

The debentures held by the group are secured by way of fixed and floating charges in favour of the bank, against the assets of Kruger Bidco Limited, AVS Steps Limited, Rhino Products Holdings Limited, Rhino Products Limited, Hubb Systems Limited and Rhino Products BV.

30
Related party transactions

The company has taken the exemption to disclose other related party transactions under the same control in accordance with FRS 102 - Section 33 "Related Party Disclosures".

31
Events after the reporting date

Since the balance sheet date Kruger Midco Limited have obtained significant influence over the group and the company, by virtue of holding more than 75% of the issued share capital, becoming the immediate parent company of Kruger Bidco Limited.

32
Controlling party

At the balance sheet date there was no individual controlling party.

 

Since the balance sheet date Kruger Midco Limited have obtained significant influence over the group and company, by virtue of holding more than 75% of the issued share capital of the company. Kruger Midco Limited itself is a wholly owned subsidiary of Kruger Topco Limited, a company incorporated in the United Kingdom.

 

 

Kruger Bidco Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2024
Page 39
33
Cash generated from group operations
2024
2023
£
£
Loss for the year after tax
(1,948,872)
(4,346,400)
Adjustments for:
Taxation charged
701,617
538,865
Finance costs
4,039,970
3,589,715
Investment income
(45,684)
(539)
Gain on disposal of tangible assets
(9,626)
-
Amortisation and impairment of intangible assets
3,045,726
3,018,864
Depreciation and impairment of tangible fixed assets
1,027,338
1,085,056
Foreign exchange gains on cash equivalents
(83,668)
140,837
Equity settled share based payment expense
441,713
441,713
Movements in working capital:
(Increase)/decrease in stocks
(238,171)
20,134
Increase in debtors
(1,468,144)
(923,452)
Increase in creditors
2,756,992
818,601
Cash generated from operations
8,219,191
4,383,394
34
Analysis of changes in net debt - group
1 May 2023
Cash flows
Other non-cash changes
30 April 2024
£
£
£
£
Cash at bank and in hand
4,932,545
188,029
-
5,120,574
Borrowings excluding overdrafts
(9,637,178)
1,684,464
-
(7,952,714)
Obligations under finance leases
(114,663)
53,940
-
(60,723)
Loan notes
(31,555,006)
892,040
(2,939,493)
(33,602,459)
(36,374,302)
2,818,473
(2,939,493)
(36,495,322)
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