REGISTERED NUMBER: 14376737 (England and Wales) |
RWD GROUP LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MAY 2024 |
REGISTERED NUMBER: 14376737 (England and Wales) |
RWD GROUP LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MAY 2024 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MAY 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income | 9 |
Consolidated Balance Sheet | 10 |
Company Balance Sheet | 11 |
Consolidated Statement of Changes in Equity | 12 |
Company Statement of Changes in Equity | 13 |
Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 17 |
RWD GROUP LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MAY 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | James Flood FCA |
AUDITORS: |
Statutory Auditor |
Highland House |
Mayflower Close |
Chandler's Ford |
Eastleigh |
Hampshire |
SO53 4AR |
BANKERS: | HSBC Bank plc |
1 Sydney Place |
Onslow Square |
London |
SW7 3NW |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MAY 2024 |
The directors present their strategic report of the company and the group for the year ended 31 May 2024. |
REVIEW OF BUSINESS |
The year under review was deemed to be another success for RWD. |
Revenue has remained broadly flat compared with last year with an increased proportion of Owners' Supply. This change in revenue mix was expected, as it reflects the phase of projects in the studio and has reduced gross and net profit margins. |
Having a positive impact on the world we inhabit is incredibly important at RWD and as a BCORP, we embrace the spirit of continuous improvement. RWD continues to work with the wider yacht design community through the Water Revolution Foundation, seeking to drive industry-wide change including contributing to a revised 'Designer's Protocol'. The leadership team and employees also seek out new ways to design and inspire change, working with our customers, suppliers and partners, both locally and abroad, striving to make the world, in which we operate, into a more sustainable place. |
The reported growth in average headcount reflects recruitment towards the end of the previous reporting period, which was required to maintain outstanding service levels and sustainable workloads. We are also proud that we end the year with a balance of 53% female and 47% male employees and are committed to providing equal opportunities at all levels of the organisation. |
Throughout the year, the business has won several awards for its design work and this can only be achieved through the commitment and creativity of all our employees. |
The business continues to transition to a structure that empowers the next generation and supports the continued success of RWD. |
BUSINESS MODEL AND STRATEGY |
The primary focus of the group during the year under review has been yacht exterior, interior, and FF&E design. Additionally, we provide procurement services as an undisclosed agent for clients, commonly known as Owner's Supply. The directors anticipate all these streams of activity will continue. |
The creativity, professionalism, and commitment of the RWD team allows the business to thrive and are key to the internal culture; the magic of RWD. The directors commit to continuing to build on these characteristics through seeking out the best people to join the team, investing in our employees and improving systems and processes, enabling our people to do what they do best. RWD also works with schools and universities nationwide, inspiring the next generation of talent. |
RWD values our strategic relationships with key market partners, such as shipyards, yacht brokers and the many suppliers we work with providing luxury items for the yachts we design. This ecosystem that we operate within is carefully nurtured by often long, and strong relationships built at an individual level. |
The group has policies in place to respect human rights, employees, social, community and environmental matters. If there is a risk to any of these, they are discussed at a Board level and dealt with appropriately. |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MAY 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
Global economic and political uncertainties continue to be a risk to the market and RWD. The global yacht market, within which RWD operates is ultimately dictated by the behaviors of a relatively small number of current and potential clients. The market is known to be cyclical and RWD has to be flexible in order to adapt to the changes in demand across the industry and run the business accordingly. |
RWD's continued success is contingent on maintaining its reputation for design and service, which is fundamentally dependent on the talent and dedication of the team. Diversification is also achieved through the type of clients and type of custom and semi-custom yacht projects. Customer concentration impacts are mitigated through several strategic and operational measures. |
The global awareness of the necessity for sustainability is welcomed by RWD and we pride ourselves on the changes we are making internally, and with our influence across the yacht industry. The industry needs to adapt and change to meet the environmental imperative, which poses a significant risk and challenge to all involved. |
FINANCIAL RISK AND FUNDING |
The operating business is cash generative throughout the reporting period. This is expected to continue in the foreseeable future. |
Consolidated operating cash for the group has reduced following the increases in purchasing customers funds held previously on account. |
Debtor and creditor balances, along with the cash position are monitored on a weekly basis by management and managed appropriately. |
The directors have reviewed the group's trading performance and business plans for a period of at least 12 months from the approval of these financial statements to assess the business's ability to continue as a going concern. They conclude that they are satisfied with this ability and that the business is a going concern. |
KEY PERFORMANCE INDICATORS |
Key performance indicators within the business include turnover, gross margin and net profit. |
2024 | 2023 |
Turnover | £20.8m | £13.2m |
Gross Margin | 39.0% | 47.3% |
Net Profit | £2.0m | £2.5m |
The business is committed to sustainability with associated metrics reviewed by the Board. The metrics reflect the BCORP Pillars of Governance, Employees, Communities, Environment and Customers. |
Our employees are vital to the success of RWD and the leadership regularly review the retention, wellbeing and development of staff. The group has designated Employee Representatives who actively participate in Board meetings. |
ON BEHALF OF THE BOARD: |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MAY 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 May 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of yacht exterior and interior design, along with owner's supply across custom and semi-custom yacht projects. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 May 2024. |
FUTURE DEVELOPMENTS |
Information in respect of the group's future developments has been included within the Strategic Report. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 June 2023 to the date of this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
The directors set out an analysis of the group's performance, key risks and uncertainties and future developments within the separate strategic report. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MAY 2024 |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RWD GROUP LIMITED |
Opinion |
We have audited the financial statements of RWD Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 May 2024 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 Auditors' 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 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RWD GROUP LIMITED |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company, and the industry in which they operate. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the group and the parent company. |
- We obtained an understanding of how the group and parent company is complying with these frameworks through discussions with management. |
- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
RWD GROUP LIMITED |
- We assessed the susceptibility of the group's and parent company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature. |
- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the group and parent company operates in, and their practical experience through training and participation with audit engagements of a similar nature. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
Highland House |
Mayflower Close |
Chandler's Ford |
Eastleigh |
Hampshire |
SO53 4AR |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MAY 2024 |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
Notes | £ | £ |
TURNOVER | 3 | 20,752,390 | 13,210,206 |
Cost of sales | (12,667,543 | ) | (6,956,020 | ) |
GROSS PROFIT | 8,084,847 | 6,254,186 |
Administrative expenses | (5,238,056 | ) | (2,975,568 | ) |
2,846,791 | 3,278,618 |
Other operating income | 1,334 | 511 |
OPERATING PROFIT | 5 | 2,848,125 | 3,279,129 |
Interest receivable and similar income | 85,238 | 8,792 |
2,933,363 | 3,287,921 |
Interest payable and similar expenses | 6 | (13,150 | ) | - |
PROFIT BEFORE TAXATION | 2,920,213 | 3,287,921 |
Tax on profit | 7 | (895,776 | ) | (747,384 | ) |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
2,024,437 |
2,540,537 |
Profit attributable to: |
Owners of the parent | 2,024,437 | 2,540,537 |
Total comprehensive income attributable to: |
Owners of the parent | 2,024,437 | 2,540,537 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
CONSOLIDATED BALANCE SHEET |
31 MAY 2024 |
2024 | 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 8,885,339 | 9,490,015 |
Tangible assets | 10 | 76,285 | 83,048 |
Investments | 11 | - | - |
8,961,624 | 9,573,063 |
CURRENT ASSETS |
Stocks | 12 | 310,232 | 261,132 |
Debtors | 13 | 3,147,918 | 6,667,996 |
Cash at bank and in hand | 5,481,617 | 7,833,726 |
8,939,767 | 14,762,854 |
CREDITORS |
Amounts falling due within one year | 14 | (9,483,032 | ) | (14,987,261 | ) |
NET CURRENT LIABILITIES | (543,265 | ) | (224,407 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
8,418,359 |
9,348,656 |
CREDITORS |
Amounts falling due after more than one year | 15 | (3,844,576 | ) | (6,789,661 | ) |
PROVISIONS FOR LIABILITIES | 18 | (8,184 | ) | (17,958 | ) |
NET ASSETS | 4,565,599 | 2,541,037 |
CAPITAL AND RESERVES |
Called up share capital | 19 | 625 | 500 |
Retained earnings | 20 | 4,564,974 | 2,540,537 |
SHAREHOLDERS' FUNDS | 4,565,599 | 2,541,037 |
The financial statements were approved by the Board of Directors and authorised for issue on 18 December 2024 and were signed on its behalf by: |
M J Sellars - Director |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
COMPANY BALANCE SHEET |
31 MAY 2024 |
2024 | 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CREDITORS |
Amounts falling due within one year | 14 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 15 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Retained earnings | 20 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 8,861,449 | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MAY 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | 500 | - | 500 |
Total comprehensive income | - | 2,540,537 | 2,540,537 |
Balance at 31 May 2023 | 500 | 2,540,537 | 2,541,037 |
Changes in equity |
Issue of share capital | 125 | - | 125 |
Total comprehensive income | - | 2,024,437 | 2,024,437 |
Balance at 31 May 2024 | 625 | 4,564,974 | 4,565,599 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MAY 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Changes in equity |
Issue of share capital | - |
Balance at 31 May 2023 |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - |
Balance at 31 May 2024 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MAY 2024 |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (193,642 | ) | 5,614,219 |
Interest paid | (13,150 | ) | - |
Tax paid | (1,178,514 | ) | (325,001 | ) |
Taxation refund | - | 3,684 |
Net cash from operating activities | (1,385,306 | ) | 5,292,902 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (49,827 | ) | (25,716 | ) |
Acquisitions | - | (7,690,530 | ) |
Cash acquired on acquisition | - | 10,251,024 |
Deferred consideration payments | (1,005,085 | ) | - |
Interest received | 85,238 | 8,792 |
Net cash from investing activities | (969,674 | ) | 2,543,570 |
Cash flows from financing activities |
Amount introduced by directors | 2,746 | - |
Amount withdrawn by directors | - | (2,746 | ) |
Share issue | 125 | - |
Net cash from financing activities | 2,871 | (2,746 | ) |
(Decrease)/increase in cash and cash equivalents | (2,352,109 | ) | 7,833,726 |
Cash and cash equivalents at beginning of year |
2 |
7,833,726 |
- |
Cash and cash equivalents at end of year | 2 | 5,481,617 | 7,833,726 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MAY 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Profit before taxation | 2,920,213 | 3,287,921 |
Depreciation charges | 661,266 | 391,626 |
Finance costs | 13,150 | - |
Finance income | (85,238 | ) | (8,792 | ) |
3,509,391 | 3,670,755 |
Increase in stocks | (49,100 | ) | (261,132 | ) |
Decrease/(increase) in trade and other debtors | 3,517,332 | (3,437,941 | ) |
(Decrease)/increase in trade and other creditors | (7,171,265 | ) | 5,642,537 |
Cash generated from operations | (193,642 | ) | 5,614,219 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 May 2024 |
31.5.24 | 1.6.23 |
£ | £ |
Cash and cash equivalents | 5,481,617 | 7,833,726 |
Period ended 31 May 2023 |
31.5.23 | 26.9.22 |
£ | £ |
Cash and cash equivalents | 7,833,726 | - |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MAY 2024 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.6.23 | Cash flow | At 31.5.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 7,833,726 | (2,352,109 | ) | 5,481,617 |
7,833,726 | (2,352,109 | ) | 5,481,617 |
Debt |
Debts falling due after 1 year | (929,500 | ) | - | (929,500 | ) |
(929,500 | ) | - | (929,500 | ) |
Total | 6,904,226 | (2,352,109 | ) | 4,552,117 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MAY 2024 |
1. | STATUTORY INFORMATION |
RWD Group Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with FRS102 "The Financial Reporting Standards applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006, including the provisions of the Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008. |
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 £1. |
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirement of paragraph 33.7. |
Basis of consolidation |
The consolidated financial statements present the results of RWD Group Limited and its subsidiaries ("the group) as if they formed a single entity. 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. |
The consolidated financial statements incorporate those of RWD Group Limited, Redman Whiteley Dixon Limited and RWD Automotive Limited (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. |
In the group 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. |
In the parent company's financial statements, investments in subsidiaries are accounted for at cost less impairment. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Revenue is shown net of discounts, rebates, value added tax and other sales taxes. |
Design fee income |
Revenue from long term contracts is recognised by reference to the stage of completion of the contract. The stage of completion is determined by the amount of progress made on the work relating to the next stage payment, which is determined in the contract wording. A prudent level of profit attributable to the contract activity is recognised if the final outcome of such contracts can be reliably assessed. An expected loss on a contract is recognised immediately in the profit and loss account. Payments received in excess of contract progress are recorded as deferred income and included as part of creditors due within one year, and the amount by which turnover is in excess of payments on account is recorded as accrued income and included as part of debtors due within one year. |
Royalties received |
Revenue from royalties is recognised on an accruals basis inline with the contractual arrangement with the license holder. |
Other goods income |
Revenue represents sales of goods in the ordinary nature of business and is recognised when the goods are either delivered to the customer or when the responsibility for the cost has been transferred to client. |
Other service income |
Revenue represents sales of services in the ordinary nature of business and is recognised when the responsibility for the cost has been transferred to the client. |
Goodwill |
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. |
Goodwill generated on business combinations in 2017 is being amortised on a straight line basis to the Consolidated Profit and Loss Account over its useful economic life of eight years. |
Goodwill generated on business combinations in 2022 is being amortised on a straight line basis to the Consolidated Profit and Loss Account over its useful economic life of twenty years. |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses. |
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life: |
Short leasehold | - Over the length of the lease |
Fixtures and fittings | - 33% reducing balance |
Computer equipment | - 33% reducing balance and over 3 years straight line |
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 income statement. |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
2. | ACCOUNTING POLICIES - continued |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Work in progress |
Work in progress comprises disbursement expenses chargeable to customers and is valued at the lower of cost and amount recoverable from customers. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
2. | ACCOUNTING POLICIES - continued |
Operating lease agreements |
Rentals payable on operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease. |
Financial assets |
The company has elected to apply the provision of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments. |
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. |
Basic financial assets, which include trade and other receivables 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 financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
Financial liabilities |
Basic financial liabilities which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. |
Equity instruments |
Equity instruments issued by the company are recorded at the fair value of the proceeds received net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. |
3. | TURNOVER |
The turnover is attributable to the principle activities of the group as disclosed in the accounting policies. |
The group does not disclose its turnover by geographic location as it would seriously damage the interests of the group. |
4. | EMPLOYEES AND DIRECTORS |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Wages and salaries | 4,658,607 | 2,570,525 |
Social security costs | 530,255 | 322,530 |
Other pension costs | 285,911 | 158,157 |
5,474,773 | 3,051,212 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
Directors | 4 | 4 |
Operations | 54 | 49 |
Administration and Support | 10 | 9 |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Directors' remuneration | 666,899 | 576,749 |
Directors' pension contributions to money purchase schemes | 108,203 | 63,321 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 4 | 4 |
Information regarding the highest paid director is as follows: |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Emoluments etc | 232,198 | 195,850 |
Pension contributions to money purchase schemes | 27,600 | 16,325 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Depreciation - owned assets | 56,590 | 38,898 |
Goodwill amortisation | 604,676 | 352,728 |
Auditors' remuneration | 16,525 | 22,160 |
Auditors' remuneration for non audit work | 76,927 | 63,645 |
Foreign exchange differences | 17,734 | - |
Other operating leases | 60,384 | 35,137 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Other interest | 13,150 | - |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Current tax: |
UK corporation tax | 905,550 | 756,388 |
Deferred tax | (9,774 | ) | (9,004 | ) |
Tax on profit | 895,776 | 747,384 |
UK corporation tax has been charged at 25 % (2023 - 20.71 %). |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
26.9.22 |
Year Ended | to |
31.5.24 | 31.5.23 |
£ | £ |
Profit before tax | 2,920,213 | 3,287,921 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 20.710 %) |
730,053 |
680,928 |
Effects of: |
Expenses not deductible for tax purposes | 14,341 | 12,991 |
Depreciation on non-qualifying assets | 213 | 103 |
Goodwill amortisation | 151,169 | 73,065 |
Impact of capital allowances super-deduction | - | (563 | ) |
Effect of different rates of tax for corporation tax and deferred tax | - | (901 | ) |
Under provision of pre acquisition tax in subsidiary | - | 8,101 |
Impact of higher effective rate of corporation tax due to short period | - | (26,340 | ) |
Total tax charge | 895,776 | 747,384 |
The average rate of corporation tax charged is 25% (2023: 20.71%). |
8. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 June 2023 |
and 31 May 2024 | 9,842,743 |
AMORTISATION |
At 1 June 2023 | 352,728 |
Amortisation for year | 604,676 |
At 31 May 2024 | 957,404 |
NET BOOK VALUE |
At 31 May 2024 | 8,885,339 |
At 31 May 2023 | 9,490,015 |
The amortisation charge for the period is included within administration expenses in the consolidated statement of comprehensive income. |
10. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Short | and | Computer |
leasehold | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 June 2023 | 6,465 | 3,339 | 112,142 | 121,946 |
Additions | - | - | 49,827 | 49,827 |
At 31 May 2024 | 6,465 | 3,339 | 161,969 | 171,773 |
DEPRECIATION |
At 1 June 2023 | 497 | 754 | 37,647 | 38,898 |
Charge for year | 852 | 862 | 54,876 | 56,590 |
At 31 May 2024 | 1,349 | 1,616 | 92,523 | 95,488 |
NET BOOK VALUE |
At 31 May 2024 | 5,116 | 1,723 | 69,446 | 76,285 |
At 31 May 2023 | 5,968 | 2,585 | 74,495 | 83,048 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 June 2023 |
and 31 May 2024 |
NET BOOK VALUE |
At 31 May 2024 |
At 31 May 2023 |
Fixed asset investments relate to the 100% holding of the issued share capital in the subsidiary company, Redman Whiteley Dixon Limited (registered number 04724239) which is incorporated in England and Wales and included in the consolidated financial statements. |
The principle activity of Redman Whiteley Dixon Limited is that of Yacht Exterior, Interior and OS design across custom and semi-custom yacht projects, and the registered office and principle place of business is Old Electric Light Station, Beaulieu, Brockenhurst, Hampshire, SO42 7YF. |
12. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Stocks | 26,010 | - |
Work-in-progress | 284,222 | 261,132 |
310,232 | 261,132 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Trade debtors | 2,389,210 | 5,730,017 |
Other debtors | 45 | 231 |
Directors' current accounts | - | 2,746 |
VAT | 448,320 | 175,072 |
Prepayments and accrued income | 310,343 | 759,930 |
3,147,918 | 6,667,996 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade creditors | 2,510,681 | 5,977,765 |
Amounts owed to group undertakings | - | - |
Tax | 442,790 | 715,754 |
Social security and other taxes | 116,578 | 106,496 |
Other creditors | 3,950,762 | 2,372,599 |
Accruals and deferred income | 2,462,221 | 5,814,647 |
9,483,032 | 14,987,261 |
Amounts owed to group undertakings are interest free and payable on demand. |
. |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Preference shares (see note 16) | 929,500 | 929,500 |
Other creditors | 2,915,076 | 5,860,161 |
3,844,576 | 6,789,661 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due between two and five | years: |
Preference shares | 929,500 | 929,500 | 929,500 | 929,500 |
Details of shares shown as liabilities are as follows: |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
A Preference Shares | £1 | 465,000 | 465,000 |
B Preference Shares | £1 | 464,500 | 464,500 |
929,500 | 929,500 |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable |
operating leases |
2024 | 2023 |
£ | £ |
Within one year | 60,149 | 60,220 |
Between one and five years | 48,230 | 108,639 |
108,379 | 168,859 |
18. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax | 8,184 | 17,958 |
Group |
Deferred tax |
£ |
Balance at 1 June 2023 | 17,958 |
Accelerated capital allowances | (1,399 | ) |
Other timing differences | (8,375 | ) |
Balance at 31 May 2024 | 8,184 |
The net reversal of deferred tax liabilities expected in the year ended 31 May 2025 is £3,412 (2023: £9,959). This primarily relates to the reversal of timing differences on capital allowances. However it should be noted that further reversals (or further increases in deferred balances) may arise. |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £0.01 | 625 | 500 |
12,500 Ordinary shares of £0.01 each were allotted and fully paid for |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
19. | CALLED UP SHARE CAPITAL - continued |
Rights, preferences and restrictions |
The ordinary shares have attached to them full voting, dividend, and capital distribution (including on winding up) rights as detailed in the Articles of Association. |
The preference shares have attached to them cumulative preferential dividend at 3% and preferential rights upon liquidation as detailed in the Articles of Association. They do not include any right to attend, speak or vote at general meetings. |
20. | RESERVES |
Group |
Retained |
earnings |
£ |
At 1 June 2023 | 2,540,537 |
Profit for the year | 2,024,437 |
At 31 May 2024 | 4,564,974 |
Company |
Retained |
earnings |
£ |
Profit for the year |
At 31 May 2024 |
21. | PENSION COMMITMENTS |
The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund. |
The pension cost charge to the profit or loss for the period in respect of defined contributions payable by the group amounted to £285,911 (2023: £158,157) |
Contributions totalling £33,499 (2023: £20,600) were payable to the scheme at the year end and are included in other creditors. |
RWD GROUP LIMITED (REGISTERED NUMBER: 14376737) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MAY 2024 |
22. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to the directors subsisted during the year ended 31 May 2024 and period ended 31 May 2023: |
2024 | 2023 |
£ | £ |
Balance outstanding at start of period | 2,746 | - |
Amounts advanced | - | 2,746 |
Amounts repaid | (2,746) | - |
Balance outstanding at end of period | - | 2,746 |
The balance is repayable on demand and no interest is charged on loan. |
23. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling parties are C Baker and C Townsend by virtue of their majority shareholding. |