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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: C Townsend
J P Redman
M J Sellars
C Baker


REGISTERED OFFICE: Old Electric Light Station
Beaulieu
Brockenhurst
Hampshire
SO42 7YF


REGISTERED NUMBER: 14376737 (England and Wales)


SENIOR STATUTORY AUDITOR: James Flood FCA


AUDITORS: Hopper Williams & Bell Limited
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:





M J Sellars - Director


18 December 2024

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.

C Townsend
J P Redman
M J Sellars
C Baker

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:





M J Sellars - Director


18 December 2024

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.




James Flood FCA (Senior Statutory Auditor)
for and on behalf of Hopper Williams & Bell Limited
Statutory Auditor
Highland House
Mayflower Close
Chandler's Ford
Eastleigh
Hampshire
SO53 4AR

15 January 2025

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 2,024,437 2,540,537

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 16,606,650 16,606,650
16,606,650 16,606,650

CREDITORS
Amounts falling due within one year 14 (3,900,000 ) (9,816,489 )
NET CURRENT LIABILITIES (3,900,000 ) (9,816,489 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

12,706,650

6,790,161

CREDITORS
Amounts falling due after more than one year 15 (3,844,576 ) (6,789,661 )
NET ASSETS 8,862,074 500

CAPITAL AND RESERVES
Called up share capital 19 625 500
Retained earnings 20 8,861,449 -
SHAREHOLDERS' FUNDS 8,862,074 500

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 18 December 2024 and were signed on its behalf by:





M J Sellars - Director


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 500 - 500
Balance at 31 May 2023 500 - 500

Changes in equity
Issue of share capital 125 - 125
Total comprehensive income - 8,861,449 8,861,449
Balance at 31 May 2024 625 8,861,449 8,862,074

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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
68 62

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 16,606,650
NET BOOK VALUE
At 31 May 2024 16,606,650
At 31 May 2023 16,606,650


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 - - - 7,856,489
Tax 442,790 715,754 - -
Social security and other taxes 116,578 106,496 - -
Other creditors 3,950,762 2,372,599 3,900,000 1,960,000
Accruals and deferred income 2,462,221 5,814,647 - -
9,483,032 14,987,261 3,900,000 9,816,489

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) 929,500 929,500 929,500 929,500
Other creditors 2,915,076 5,860,161 2,915,076 5,860,161
3,844,576 6,789,661 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: £ £
465,000 A Preference Shares £1 465,000 465,000
464,500 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: £ £
62,500 Ordinary £0.01 625 500

12,500 Ordinary shares of £0.01 each were allotted and fully paid for cash at par during the year.

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 8,861,449
At 31 May 2024 8,861,449


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.