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Registered number: 11236905












RICOR GLOBAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

 

RICOR GLOBAL LIMITED

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 7
Directors' report
 
8 - 10
Directors' responsibilities statement
 
11
Independent auditor's report
 
12 - 15
Consolidated profit and loss account
 
16
Consolidated statement of comprehensive income
 
17
Consolidated balance sheet
 
18 - 19
Company balance sheet
 
20
Consolidated statement of changes in equity
 
21
Company statement of changes in equity
 
22
Consolidated statement of cash flows
 
23
Notes to the financial statements
 
24 - 52


 

RICOR GLOBAL LIMITED
 
COMPANY INFORMATION


Directors
J P Beary 
D R Johanson 
M R Flewitt 




Registered number
11236905



Registered office
Arrow Works
Birmingham Road

Studley

England

B80 7AS




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

RICOR GLOBAL LIMITED
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
The directors present their strategic report on the group for the year ended 31 March 2024 ("FY2024"). The principal activity of the group during the year continued to be that of the manufacture of metal pressings and welded assemblies for the automotive industry.
Ricor Global Limited (“Ricor” and “the group”) continues to evolve as an international player in the automotive industry and beyond.  Supplying to a wide range of both Original Equipment Manufacturers (“OEM”) and Tier one customers, Ricor’s expertise is in the supply of metal stampings, tube manipulation and assemblies throughout the vehicle structure. Supplying products globally via seven facilities across the UK, Poland and Slovakia and an office and tooling facilities in China, Ricor has an established international footprint which is well situated to support its customers on a worldwide basis.

Business review and key performance indicators
 
The group’s results for the year ended 31 March 2024 reflect a recovery in customer demand after the adverse effects of the Covid-19 pandemic, Brexit, Russia's invasion of Ukraine and microchip shortages.  The group continued to be impacted by raw material price rises, inflation, trapped labour, supply chain issues, customer plant stoppages and customer insourcing. Customer production schedules continued to fluctuate as the industry as a whole wrestled with similar challenges along with changeable consumer demand and an increasingly complex regulatory environment.
The directors monitor the performance of the group by reference to key performance indicators, including turnover, gross profit and margin, earnings before interest, tax, depreciation and amortisation (“EBITDA”), and key areas influencing working capital. These are discussed in more detail below.    
The group recorded turnover of £123.9m in FY2024, an increase of 9% when compared with turnover in the year ended 31 March 2023 (“FY2023”) of £113.7m, following a recovery of OEM build volumes. 
The gross profit for FY2024 was £13.9m, an increase of £6.6m compared with the gross profit for FY2023 of £7.3m and the gross profit margin increased to 11.2% in FY2024 from 6.4% in FY2023.  
The operating loss was £0.3m in FY2024 (FY2023: £7.7m). The decrease in operating loss reflected the flow through of gross profit.
The financial position of the group continued to be challenging and recorded a net liabilities position. The group’s working capital and longer-term financing needs are met through invoice discounting and group debt. The wider group’s working capital and longer-term financing needs continue to be met through a combination of external term loans, an overdraft facility and shareholder debt and equity.  The directors and the management team are dedicated to maintaining transparent and collaborative working relationships with all key stakeholders.  Consequently, the group maintains ongoing dialogue with facility providers and this ensures the facilities continue to be made available.
Post balance sheet date, the group has undertaken a recapitalisation which saw the second lien lender exchange part of its debt for a majority equity stake in the group, while certain other unsecured creditors exchanged their debt for minority equity stakes.  As part of this recapitalisation, the group has renegotiated the terms of the loans and facilities provided by its key financing partners, agreeing to extend the repayment of the loans that were previously due in June 2025 to June 2028. In addition, the deferral of some capital repayments has been agreed and the interest rate applied to some of the facilities will be reduced.  Management considers that the covenants which have been agreed as part of this refinancing process will be complied with, based upon the board-approved forecasts that have been shared with the financing partners.



 
Page 2

 

RICOR GLOBAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Health and safety 
The group invests in training and is committed to maintaining a good quality and motivated workforce. The directors are committed to taking measures to continuously improve the health, safety and welfare of all their staff, this includes a training and risk assessment programme. All accidents are thoroughly investigated, and steps taken to avoid a re-occurrence. 

Principal risks and uncertainties
 
Financing risk
As noted above, the group is reliant upon third party lenders. The group’s directors and management team are dedicated to maintaining a transparent and collaborative working relationship with these lenders, ensuring that the financing requirements of the group are met, taking account of both short-term and longer-term needs.   
After the balance sheet date and before the date of approval of these financial statements, the group has renegotiated the terms of the loans and facilities provided by its key financing partners, agreeing to extend the repayment of the loans due in June 2025 to June 2028. In addition, management considers that the covenants which have been agreed as part of this refinancing will be complied with based upon the board approved forecasts which have been shared with financing partners. The forecasts have been prepared based on available data surrounding assumed pricing, volumes and liquidity including information received from customers on expected order volumes. The directors have considered relevant actions to mitigate any negative variances against the forecast and believe such actions, if necessary, will allow the group to continue to meet the loan covenants. The group, as a key supplier, continues to enjoy strong customer relationships. The nature of these strategic relationships coupled with similarly strong supplier relationships is considered by the directors to be pivotal, should the need arise, to discuss financial arrangements.
Raw material price movement
Certain customer contracts allow for the update of raw material price movement, on a periodic basis. This provides security against commodity price movements. Other customer contracts provide for the purchase of material at a price fixed by the customer, at the start of the contract. Collectively, our contracts with customers protect the business from the impact of volatility in raw material prices.
Inflation
The UK and European inflation rates remain relatively high, although easing in recent months. This has increased costs within the group. In mitigation, we have discussed and agreed price increases with our customers, in line with the inflationary impact on the business. The price of steel has a major impact on the financial performance of the group, but currently is remaining at lower levels than the exceptionally high prices experienced during the previous financial year.
Semi-conductor (micro) chips 
Our customers are seeing some easing of the difficulties procuring the quantity of microchips required to meet their scheduled production requirements as result of production disruption caused by Covid19. This had caused operational difficulties through the entire automotive supply chain and Ricor were impacted with short term and longerterm production disruption, caused by our customers. Disruption continued throughout 2022 and early 2023, although there are signs of the situation stabilising. We partially mitigated this with a flexible workforce. In addition, we closely monitor and react quickly to these shortterm and longerterm fluctuations, to limit the impact of this disruption and will continue to seek potential recovery of cost from our customers.



 
Page 3

 

RICOR GLOBAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Customer concentration 
The group is reliant of certain key customers who comprise a significant percentage of the group’s annual revenues. The group mitigates this risk by maintaining a strong relationship with key customers and providing a high-quality product and efficient service and thus being recognised as a reliable strategic business partner.
Geo-political uncertainty
The ongoing war in Ukraine continues to be closely monitored by the group. The conflict has had an indirect impact to the business despite having no direct suppliers in Ukraine or Russia. The indirect risk of disruption in our customer supply chains is closely monitored by the group as Ukraine is a prime location for the production and assembly of wiring looms for many vehicle OEM's. The secondary impact of sanctions and counter sanctions is also being monitored by the group. Our customers are adept at managing disruptions in their global supply chains and we anticipate that the long-term impact on the group will be moderate. 

Post balance sheet activity and future plans
 
Subsequent to the year end, as a result of a corporate restructuring in February 2025, D R Johanson ceased to be the ultimate controlling party and the ultimate controlling party of the group became Tosca Debt Capital GP II LLP ("TDC"). There has been no change in the business of the group, strategy or the executive management team.
 
As part of the on-going restructuring, certain debts have been cancelled or waived, including capitalised interest and redemption premium of the debt-like preferred shares, loans from shareholders and deferred consideration. The second lien lender, Tosca Debt Capital (Luxembourg) SARL, has confirmed that they will write down existing debt to a residual balance of £9.5m by swapping capitalised interest on other loans and the redemption premium fee for new and existing equity. In addition, TDC will make additional funding available in the form of a new £6.1m facility.
 
Both of the group’s lenders have credit committee approval to an extension of the existing finance facilities by 36 months to June 2028. In addition, the senior lender has agreed to a deferral of capital repayments until January 2027.












 
Page 4

 

RICOR GLOBAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

To illustrate the impact of the above, the group’s liabilities have been restated below as if the agreements had taken effect in March 2024:



Group reported 2024
Illustrative impact of Recapital-
isation
Proforma 2024

£
£
£

Amounts falling due within 1 year
 
 
 

Bank loans
 6,765,317
 (900,000)
 5,865,317

Other loans
 464,077
 (464,077)
 -

Accruals and deferred income
 12,051,569
 (439,158)
 11,612,411

Other creditors
 5,094,650
 (2,500,000)
 2,594,650

Share capital treated as debt
 43,950
 (43,950)
 -

Share premium treated as debt
 4,352,058
 (4,352,058)
 -

 28,771,621
 (8,699,243)
 20,072,378

Amounts falling due 1-2 years
 
 
 

Bank loans
 16,742,345
 (15,517,345)
 1,225,000

Other loans
 18,712,644
 (18,712,644)
 -

 35,454,989
 (34,229,989)
 1,225,000

Amounts falling due 3-5 years
 
 
 

Bank loans
 -
 16,417,345
 16,417,345

Other loans
 -
 9,500,000
 9,500,000

 -
 25,917,345
 25,917,345

 64,226,610
 (17,011,887)
 47,214,723

In addition to the financial restructuring, the group has assessed operational capacity requirements for the future.  A combination of economic and other factors has contributed to operational challenges that have generated significant financial losses to the Studley plant for the past number of years. This has ultimately led the group to take the difficult decision to scale down its operations in Studley and close the plant when the property lease expires in July 2026. Customers and suppliers have been informed and will support the transfer of manufacturing operations to other plants within the group.

Statement by the directors on performance of their statutory duties in accordance with s.172 (1) Companies Act 2006
 
The group recognise the importance of delivering effective corporate governance in supporting the long term success and sustainability of its business and operates under high standards of corporate governance.
The directors are required to act in the way that they consider would be most likely to promote the success of the group for the benefits of its members as a whole, with regards to the matters below, and work in collaboration with the group’s senior management team in order to achieve this.

 
Page 5

 

RICOR GLOBAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

With the formation of a new group management board, more formality has been brought to the review and challenge of financial performance, liquidity management and business decisions. Clear authority limits and levels have been set for management.
The likely consequences of any decision in the long-term
The directors consider the medium and long-term impact of decisions when formulating plans and strategic direction for the group. The group’s senior management team prepares 3 year forecasts and promotes consideration of the long-term impact of all the board's strategic decisions.
The interests of the company's employees
The board considers our people to be our greatest asset and the interests of our employees are always considered when decisions are made. The engagement with employees has been critical during the challenging period that the group has recently faced. The group has increased this engagement with the employees to further drive focus on the health, safety and welfare of its employees. 
The group's policy is to consult and discuss with employees mainly through regular meetings with the Works Council including discussion of matters likely to affect employees' interests with the employee representatives. In addition, regular communications are undertaken by the directores via email and on staff noticeboards of other important matters.
Statement by the directors on performance of their statutory duties in accordance with s.172 (1) Companies Act 2006 (continued)
The need to foster the company's business relationships with suppliers, funders, customers and others
The group is focused on building strong, mutually beneficial relationships with suppliers and customers. Customers are kept up to date with ongoing business activities and developments with a view to creating and nurturing long term partnerships. Supplier relationships are managed regularly with continuous engagement and sharing of information. The activities carried out in development of these partnerships are reported regularly to the management team.
Funders receive monthly management accounts and reports in line with requirements of the banking agreements. The monthly board meetings of the Ricor Group are also attended by representatives of our funders, at which all important strategic decisions are discussed and communicated. Board meetings are held more regularly as required.
The impact of the company's operations on the community and environment
The group is focused on ensuring that its operations are in compliance with environmental laws and regulations. Sustainability and doing business responsibly are very important factors for the group. The business reviews and seeks to reduce wherever possible our environmental footprint. The management team recognise the need to conduct business in a way that is ethical, compliant and to a high standard. The business is governed around a framework, with appropriate training on correct business conduct where required. The business is governed around key values, of which integrity and transparency are key.
The directors are committed to taking measures to continuously improve the health, safety and welfare of all their staff, this includes a training and risk assessment programme.
The desirability of the company maintaining a reputation for high standards of business conduct
The directors believe that it is crucial that the group are trusted by all stakeholders to maintain the highest standards in everything the group does as a business. The directors aim to always do the right thing with our customers, suppliers, employees and other stakeholders.
The board has a low risk appetite for reputational risk and such considerations are always part of the decision making process.
 
Page 6

 

RICOR GLOBAL LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


The need to act fairly between members of the company
Ricor Global Limited is a parent entity of wholly owned subsidiaries. The directors have regular and open dialogue with its representatives.


This report was approved by the board.



M R Flewitt
Director

Date: 25 March 2025

Page 7

 

RICOR GLOBAL LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024

The directors present their report and the financial statements for the year ended 31 March 2024.

Results and dividends

The loss for the year, after taxation, amounted to £7,897,597 (2023 - loss £13,070,245).

A dividend of £Nil (2023: £701,745) was declared in the financial year.

Directors

The directors who served during the year were:

J P Beary 
D R Johanson 
M R Flewitt 
W C N Wilson (resigned 27 August 2024)

Streamlined Energy and Carbon Reporting (SECR)

As required by the Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 the group's energy use and greenhouse gas (GHG) emissions are set out below.
The data relates to the UK emissions of the subsidiary subject to the legislation, Walsall Pressings Company Limited for the 12 month period from 1 April 2023 to 31 March 2024.




2024
kWh

2023
kWh
Energy consumption




Aggregate of energy consumption in the year

3,608,641

3,567,404






2024
Metric tonnes
2024
Metric tones
2023
Metric tonnes
2023
Metric tonnes
Emissions of CO2 equivalent 




Scope 1 - Direct emissions 




- Gas combustion
368

390

- Fuel consumed on owned transport
104

103



472

493
Scope 2 - Indirect emissions




- Electricity purchased

-

50





Scope 3 - Other indirect emissions




- Fuel consumed on transport not owned by the group

32

94
Total gross emissions

504

637





Intensity ratio




Tonnes CO2 per employee

3

3










 
Page 8

 

RICOR GLOBAL LIMITED

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Streamlined Energy and Carbon Reporting (SECR) (continued)
Qualification and reporting methodology
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol - Corporate Standard and have used the 2020 UK Government's Conversion Factors for Company Reporting.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in metric tonnes of CO2e per employee.
Measures taken to improve energy efficiency
The directors are committed to reduce energy consumption and CO2 emissions. Walsall Pressings Company Limited switched to use solely renewable electricity during FY2024. The group requires that each manufacturing plant attain the ISO14001 standard, which incorporates an action plan for environmental improvement planning, a part of which is addressing energy consumption and CO2 emission reduction. All companies comply except Slovakia, as a new company, which is working towards this standard.

Matters covered in the Strategic Report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the Group's auditor is aware of that information.

Page 9

 

RICOR GLOBAL LIMITED

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


Post balance sheet events

Subsequent to the year end, as a result of a corporate restructuring in February 2025, D R Johanson ceased to be the ultimate controlling party and the ultimate controlling party of the group became Tosca Debt Capital GP II LLP ("TDC"). There has been no change in the business of the group, strategy or the executive management team.
As part of the on-going restructuring, certain debts have been cancelled or waived, including capitalised interest and redemption premium of the debt-like preferred shares, loans from shareholders and deferred consideration. The second lien lender, Tosca Debt Capital (Luxembourg) SARL, has confirmed that they will write down existing debt to a residual balance of £9.5m by swapping capitalised interest on other loans and the redemption premium fee for new and existing equity. In addition, TDC will make additional funding available in the form of a new £6.1m facility.
Both of the group’s lenders have credit committee approval to an extension of the existing finance facilities by 36 months to June 2028. In addition, the senior lender has agreed to a deferral of capital repayments until January 2027.
In addition to the financial restructuring, the group has assessed operational capacity requirements for the future. A combination of economic and other factors has contributed to operational challenges that have generated significant financial losses to the Studley plant for the past number of years. This has ultimately led the group to take the difficult decision to scale down its operations in Studley and close the plant when the property lease expires in July 2026. Customers and suppliers have been informed and will support the transfer of manufacturing operations to other plants within the group.
To illustrate the impact of the above on the group's liabilities have been restated as if the agreements had taken effect in March 2024 within the table in the strategic report. 

This report was approved by the board and signed on its behalf.
 





M R Flewitt
Director

Date: 25 March 2025

Page 10

 

RICOR GLOBAL LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

The directors are responsible for preparing the group strategic report, the directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 11

 

RICOR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RICOR GLOBAL LIMITED
 FOR THE YEAR ENDED 31 MARCH 2024

Opinion


We have audited the financial statements of Ricor Global Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 31 March 2024, which comprise the consolidated profit and loss account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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's affairs as at 31 March 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's 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 United Kingdom, including the Financial Reporting Council'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 or 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.


Page 12

 

RICOR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RICOR GLOBAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
Included on page 14 of these financial statements, which sets out the consolidated profit and loss account, is a table entitled 'Non-UK GAAP alternative performance measure' which discloses an alternative performance measure that is not required to be presented in the financial statements in order for the financial statements to be prepared in accordance with applicable law and United Kingdom Accounting Standards including FRS 102. Our opinion on these financial statements does not cover this table 


We have nothing to report in this regard.


Opinion 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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report 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 directors' report.


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


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.


Page 13

 

RICOR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RICOR GLOBAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and 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.


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the automotive manufacturing sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group company, including the Companies Act 2006, taxation legislation and data protection, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

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

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
Page 14

 

RICOR GLOBAL LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RICOR GLOBAL LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024


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

agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims. 

Auditor’s responsibilities for the audit of the financial statements (continued)

Our risk assessment findings for both non-compliance with laws and regulations and the susceptibility of the group’s financial statements to material misstatement arising from fraud were communicated with component auditors so that they could include them within their own risk assessment procedures and include, where appropriate audit procedures in response to such risks in their work. We reviewed the responses from component auditors to the instructions provided by us and reviewed working papers where it was considered appropriate to reach out conclusions. 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procudures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 auditor's report.


Use of our report
 

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





Mark Hart (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

25 March 2025
Page 15

 

RICOR GLOBAL LIMITED
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
Note
£
£

  

Turnover
 4 
123,932,397
113,701,078

Cost of sales
  
(110,000,833)
(106,382,381)

Gross profit
  
13,931,564
7,318,697

Administrative expenses
  
(14,216,954)
(14,999,935)

Other operating income
 5 
-
22,846

Operating loss
 6 
(285,390)
(7,658,392)

Interest payable and similar expenses
 9 
(7,099,564)
(5,712,876)

Loss before tax
  
(7,384,954)
(13,371,268)

Tax on loss
 10 
(512,643)
301,023

Loss for the financial year
  
(7,897,597)
(13,070,245)

Loss for the year attributable to:
  

Owners of the parent
  
(7,897,597)
(13,070,245)


Non-UK GAAP alternative performance measure


Operating loss
(285,390)
(7,658,392)

Certain financing and non-recurring expenses included in administrative expenses
1,741,674
3,601,081

Adjusted operating loss
1,456,284
(4,057,311)



Depreciation
2,181,092
2,117,446

Amortisation

3,345,192
3,370,506

Adjusted EBITDA
6,982,568
1,430,641

Page 16

 

RICOR GLOBAL LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£


Loss for the financial year
  
(7,897,597)
(13,070,245)

Other comprehensive income
  


Currency translation differences
  
(163,636)
40,566

Other comprehensive income/(loss) for the year
  
(163,636)
40,566

Total comprehensive loss for the year
  
(8,061,233)
(13,029,679)

Loss for the year attributable to:
  


Owners of the parent company
  
(7,897,597)
(13,070,245)

Total comprehensive loss attributable to:
  


Owners of the parent company
  
(8,061,233)
(13,029,679)

The notes on pages 24 to 52 form part of these financial statements.

Page 17


 
REGISTERED NUMBER:11236905
RICOR GLOBAL LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
13,836,827
17,177,054

Tangible assets
 13 
12,303,885
12,637,067

  
26,140,712
29,814,121

Current assets
  

Stocks
 15 
12,244,393
11,108,822

Debtors: amounts falling due after more than one year
 16 
62,120
73,674

Debtors: amounts falling due within one year
 16 
16,700,101
19,137,157

Cash at bank and in hand
 17 
2,034,974
1,358,563

  
31,041,588
31,678,216

Creditors: amounts falling due within one year
 18 
(41,961,335)
(41,159,229)

Net current liabilities
  
 
 
(10,919,747)
 
 
(9,481,013)

Total assets less current liabilities
  
15,220,965
20,333,108

Creditors: amounts falling due after more than one year
 19 
(35,456,989)
(32,642,030)

Provisions for liabilities
  

Deferred taxation
 22 
(650,748)
(516,617)

Net liabilities
  
(20,886,772)
(12,825,539)

Page 18


 
REGISTERED NUMBER:11236905
RICOR GLOBAL LIMITED
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Capital and reserves
  

Called up share capital 
 23 
65,706
65,706

Share premium account
 24 
42,228
42,228

Foreign exchange reserve
 24 
(279,559)
(115,923)

Merger reserve
 24 
16,697,108
16,697,108

Profit and loss account
 24 
(37,412,255)
(29,514,658)

Total equity
  
(20,886,772)
(12,825,539)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




M R Flewitt
Director

Date: 25 March 2025

The notes on pages 24 to 52 form part of these financial statements.

Page 19


 
REGISTERED NUMBER:11236905
RICOR GLOBAL LIMITED

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
5,941
-

Investments
 14 
39,293,631
41,950,190

Current assets
  

Debtors: amounts falling due within one year
 16 
14,921,789
14,475,160

Cash at bank and in hand
 17 
6,108
4,966

  
14,927,897
14,480,126

Creditors: amounts falling due within one year
 18 
(26,791,773)
(23,298,129)

Net current liabilities
  
 
 
(11,863,876)
 
 
(8,818,003)

Total assets less current liabilities
  
27,435,696
33,132,187

  

Creditors: amounts falling due after more than one year
 19 
(34,401,396)
(31,362,959)

  

Net (liabilities)/assets
  
(6,965,700)
1,769,228


Capital and reserves
  

Called up share capital 
 23 
65,706
65,706

Share premium account
 24 
42,228
42,228

Merger reserve
 24 
16,697,108
16,697,108

Profit and loss account
 24 
(23,770,742)
(15,035,814)

Total equity
  
(6,965,700)
1,769,228


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



M R Flewitt
Director

Date: 25 March 2025

The notes on pages 24 to 52 form part of these financial statements.

Page 20

RICOR GLOBAL LIMITED


 
  
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Called up share capital
Share premium account
Foreign exchange reserve
Merger reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 April 2022
65,706
42,228
(156,489)
16,697,108
(15,742,938)
905,615



Comprehensive loss for the year


Loss for the financial year
-
-
-
-
(13,070,245)
(13,070,245)


Currency translation differences
-
-
40,566
-
-
40,566

Total comprehensive loss for the year
-
-
40,566
-
(13,070,245)
(13,029,679)



Contributions by and distributions to owners


Dividends: Equity capital
-
-
-
-
(701,475)
(701,475)





At 31 March 2023 and 1 April 2023
65,706
42,228
(115,923)
16,697,108
(29,514,658)
(12,825,539)



Comprehensive loss for the year


Loss for the financial year
-
-
-
-
(7,897,597)
(7,897,597)


Currency translation differences
-
-
(163,636)
-
-
(163,636)

Total comprehensive loss for the year
-
-
(163,636)
-
(7,897,597)
(8,061,233)



Contributions by and distributions to owners



Total transactions with owners
-
-
-
-
-
-



At 31 March 2024
65,706
42,228
(279,559)
16,697,108
(37,412,255)
(20,886,772)



Page 21
 

RICOR GLOBAL LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024


Called up share capital
Share premium account
Merger reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 April 2022
65,706
42,228
16,697,108
1,485,667
18,290,709


Comprehensive income for the year

Loss for the financial year
-
-
-
(15,820,006)
(15,820,006)
Total comprehensive income for the year
-
-
-
(15,820,006)
(15,820,006)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(701,475)
(701,475)


Total transactions with owners
-
-
-
(701,475)
(701,475)



At 31 March 2023 and 1 April 2023
65,706
42,228
16,697,108
(15,035,814)
1,769,228


Comprehensive loss for the year

Loss for the financial year
-
-
-
(8,734,928)
(8,734,928)
Total comprehensive loss for the year
-
-
-
(8,734,928)
(8,734,928)


At 31 March 2024
65,706
42,228
16,697,108
(23,770,742)
(6,965,700)


The notes on pages 24 to 52 form part of these financial statements.

Page 22

 

RICOR GLOBAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(7,897,597)
(13,070,245)

Adjustments for:

Amortisation of intangible assets
3,345,192
3,370,506

Depreciation of tangible assets
2,181,092
2,087,108

Loss on disposal of tangible assets
-
66,578

Interest payable and similar expenses
7,099,564
5,712,876

Taxation charge
512,643
(301,023)

(Increase)/decrease in stocks
(1,135,571)
3,241,937

Decrease in debtors
2,473,408
9,314,545

(Decrease) in creditors
(1,517,235)
(3,035,501)

Increase/(decrease) in provisions
-
(293,339)

Net fair value losses recognised in P&L
-
14,381

Corporation tax (paid)/received
(399,385)
701,730

Net cash generated from operating activities

4,662,111
7,809,553


Cash flows from investing activities

Purchase of intangible fixed assets
(4,965)
(3,502)

Purchase of tangible fixed assets
(1,545,491)
(1,880,373)

Net cash from investing activities

(1,550,456)
(1,883,875)

Cash flows from financing activities

New loans obtained
508,359
2,292,825

Repayment of loans
(9,255)
(7,133,407)

Repayment of finance leases
(93,620)
(89,769)

Interest paid
(2,490,491)
(2,209,177)

Net cash used in financing activities
(2,085,007)
(7,139,528)

Net increase/(decrease) in cash and cash equivalents
1,026,648
(1,213,850)

Cash and cash equivalents at beginning of year
510,747
1,812,357

Foreign exchange gains and losses
(466,055)
(87,760)

Cash and cash equivalents at the end of year
1,071,340
510,747


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,034,974
1,358,563

Bank overdrafts
(963,634)
(847,816)

1,071,340
510,747


Page 23

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Ricor Global Limited is a private company limited by shares and incorporated in England and Wales. The address of its registered office and principal place of business is Arrow Works, Birmingham Road, Studley, England, B80 7AS.
The financial statements are presented in Sterling (£), which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.

The company has taken advantage of the following disclosure exemptions in preparing these financial statements in respect of its standalone primary statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 33 Related Party Disclosures paragraph 33.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 06 March 2018.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 24

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.3

Going concern

The company and group are reliant on the continuing support of its lenders. As described in note 33 and note 20.  At the date that these financial statements are approved, the group is in the process of restructuring the balance sheet, with £7.8m of debt written off and a further proposed debt waiver as well as securing additional funding. As part of this process, on 6 February 2025 the company came under the control of Tosca Debt Capital GP II LLP.  The level of expected debt write off is illustrated in the strategic report.
                       
The directors of the group have also renegotiated the terms of the loans and facilities provided by its key financing partners; this includes an extension of the repayment date of its bank loans from June 2025 to June 2028. This restructure has been undertaken to unlock a significant investment in the group and its facilities and will enable the group to deliver existing and new work packages.
 
At the date of signing the financial statements management have agreed specific details to extend facilities with both major lenders. This has been undertaken as part of the wider restructure. The positions of the major lenders have been credit and investment committee approved and agreed by the Board of Directors of the group and is subject to the finalisation of legal documents.
 
As part of the restructuring on 13 March 2025 the group has announced the closure of a loss-making plant.
The directors have formed a view that there is a reasonable expectation that these agreements will be signed as agreed, once legal documents are finalised. As of the date the financial statements are approved, the current terms apply.
 
Management have prepared a forecast which incorporates the proposed restructure of the balance sheet, extended funding terms, additional finance availability and major investment in new production facilities. This forecast shows that the group will be able to comply with covenants and meet its liabilities as they fall due for the term of the new facilities for 36 months from the date these financial statements were approved. The forecasts are sensitive primarily to the level of volumes from key OEMs and management have modelled a volume drop sensitivity. Should the volumes drop significantly against forecast, management have in place plans that can be executed to mitigate any cash shortfall, supported by financial models. Under these scenarios the forecast shows that with mitigating actions the group can still meet its liabilities as they fall due for at least 18 months from the date of approval of these financial statements.
 
Therefore, after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 25

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.5

Foreign currency translation

Functional and presentation currency

The group and company's functional and presentational currency is Sterling (£).

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings, cash and cash equivalents are presented in the consolidated profit and loss account within 'interest receivable and similar income' or 'interest payable and similar expenses'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 26

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Leased assets: the Group as lessee

Assets obtained under finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.12

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 27

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

  
2.14

Intangible assets

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 is amortised on a straight-line basis to the consolidated profit and loss account over its useful economic life.

Page 28

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2.5%
Plant and machinery
-
10 - 33%
Motor vehicles
-
25%
Fixtures and fittings
-
10%
Office equipment
-
25%
Computer equipment
-
33%
Other fixed assets
-
20 - 100%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost comprises the purchase price of raw materials and semi-finished products calculated on a first in, first out basis, together with attributable production costs and overheads based on a normal level of activity.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 29

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.18

Share capital

Ordinary shares are classified as equity, except ordinary 'E' and preference shares, which are classified as debt. 


2.19

Financial instruments

The Group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. 
 
The Group’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

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

Page 30

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)





Financial instruments (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the Group would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 31

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.20

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.21

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.22

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Dividends on shares classified as liabilities are recognised within 'interest payable and similar expenses'.

Page 32

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the group’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The following are critical judgements and estimations that the directors have made in the process of applying the group's accounting policies and that have the most significant effect on the amounts reocognised in the financial statements.
Absorption of attributable production overhead costs into the value of stock
The group allocates certain production overheads to the cost of stock based on normal capacity of the production facilities. The determination of normal capacity levels is an area of management judgement.
Dilapidations provisions
The group has entered into various operating leases which include dilapidations conditions. These may involve an outflow of resources at the termination of the lease. The directors have not recognised a provision for these amounts because, although their amount is uncertain, it is not anticipated to be material to understanding the financial position of the group.
I
mpairment of investments and intercompany debtor balances
The carrying amounts of the group and company's goodwill, investments, intercompany loans and trading balances are reviewed on a periodic basis. In determining whether there is a need for a provision, management is required to determine their best estimate of the future expected cash flows.

Contingent liability
In determining whether to disclose a contingent liability or recognise a provision in relation to an obligation arising from a past event, the directors must assess whether it is probable that the entity will be required to transfer economic benefits in settlement and whether the amount of the obligation can be estimated reliably. 

Page 33

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Sales of metal pressings and welded assemblies
116,670,665
103,397,570

Sales of pressings tools
4,267,318
6,539,441

Sales of prototypes
33,790
511,759

Sales of scrap metal
2,960,624
3,252,308

123,932,397
113,701,078


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
83,498,561
77,990,954

Rest of Europe
39,785,118
35,047,016

Rest of the world
648,718
663,108

123,932,397
113,701,078



5.


Other operating income

2024
2023
£
£

Other government grants
-
4,000

Other operating income
-
18,846

-
22,846


Page 34

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exchange differences
209,370
278,931

Other lease rentals
2,366,423
2,361,455

Depreciation of owned tangible fixed assets
2,156,930
1,990,522

Depreciation tangible fixed assets held under finance leases
24,162
96,585

Amortisation of intangible assets
3,345,192
3,370,506

Fees payable to the group's auditor for the audit of the group's annual financial statements
119,150
104,900

Fees payable to the group's auditor for the preparation of the group's annual financial statements
35,600
24,750

Fees payable to the group's auditor for tax compliance services
28,850
31,900

Fair value gains on financial instruments
-
14,381


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
20,067,281
17,990,764
2,750,839
2,434,304

Social security costs
1,819,988
1,556,324
252,529
275,076

Cost of defined contribution scheme
327,578
278,925
52,435
57,200

22,214,847
19,826,013
3,055,803
2,766,580


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Production
575
417
-
-



Sales and administration
217
177
24
22

792
594
24
22

Page 35

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
211,874
730,825

Group contributions to defined contribution pension schemes
2,394
2,657

214,268
733,482


During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £100,000 (2023 - £266,655).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,073 (2023 - £NIL).


9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
1,755,344
1,261,962

Redemption premium fee
1,597,000
1,600,000

Other loan interest payable
3,286,798
2,392,112

Finance lease interest payable
3,028
1,408

Distributions payable on shares classified as debt
457,394
457,394

7,099,564
5,712,876

Page 36

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

10.


Taxation


2024
2023
£
£


Foreign tax


Foreign tax on income for the year
384,352
(4,319)

384,352
(4,319)

Total current tax
384,352
(4,319)

Deferred tax


Origination and reversal of timing differences
128,291
(296,704)

Total deferred tax
128,291
(296,704)


Tax on loss
512,643
(301,023)
Page 37

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(7,384,954)
(13,371,268)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(1,846,239)
(2,540,541)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
836,302
650,468

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
745,568
169,667

Corporate interest restriction
477,423
549,161

Utilisation of tax losses
-
(14,356)

Unrelieved tax losses unrecognised
525,588
1,009,935

Other differences leading to a decrease in the tax charge
(225,999)
(125,357)

Total tax charge for the year
512,643
(301,023)


Factors that may affect future tax charges

The UK companies have unrelieved corporation tax losses of £11,196,852 which can be carried forward and utalised against future taxable profits. The company has a potential deferred tax asset of £2,799,213 relating to corporation tax losses which have not been recognised due to uncertainty as to the timing of its recovery.


11.


Dividends

2024
2023
£
£


Dividends: Equity capital
-
701,475

Page 38

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Intangible assets

Group





Goodwill
Negative goodwill
Total

£
£
£



Cost


At 1 April 2023
33,954,645
(634,419)
33,320,226


Additions
4,965
-
4,965



At 31 March 2024

33,959,610
(634,419)
33,325,191



Amortisation


At 1 April 2023
16,341,860
(198,688)
16,143,172


Charge for the year
3,403,793
(58,601)
3,345,192



At 31 March 2024

19,745,653
(257,289)
19,488,364



Net book value



At 31 March 2024
14,213,957
(377,130)
13,836,827



At 31 March 2023
17,612,785
(435,731)
17,177,054

The company had no intangible fixed assets at 31 March 2024 or 31 March 2023.



Page 39

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

13.


Tangible fixed assets

Group






Land and buildings
Plant, machinery and stillages
Motor vehicles
Office equipment and fittings
Total

£
£
£
£
£



Cost


At 1 April 2023
2,966,729
30,196,053
264,473
1,519,082
34,946,337


Additions
148,768
1,263,194
-
133,529
1,545,491


Exchange adjustments
167,219
372,741
11,244
-
551,204



At 31 March 2024

3,282,716
31,831,988
275,717
1,652,611
37,043,032



Depreciation


At 1 April 2023
380,106
20,598,390
259,922
1,070,852
22,309,270


Charge for the year
65,363
2,019,861
1,243
94,625
2,181,092


Exchange adjustments
22,581
214,960
11,244
-
248,785



At 31 March 2024

468,050
22,833,211
272,409
1,165,477
24,739,147



Net book value



At 31 March 2024
2,814,666
8,998,777
3,308
487,134
12,303,885



At 31 March 2023
2,586,623
9,597,663
4,551
448,230
12,637,067




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Freehold
2,814,666
2,586,623

2,814,666
2,586,623


The net book value of assets held under finance leases, included within plant, machinery and stillages above, was £24,162 (2023: £96,585). The depreciation charge in respect of those assets amounted to £24,162 (2023: £96,585).
Land and buildings consist of a factory in Poland held by a subsidiary. It is pledged to a bank for a mortgage loan included in note 20.

Page 40

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

           13.Tangible fixed assets (continued)


Company






Office equipment

£

Cost or valuation


Additions
7,805



At 31 March 2024

7,805



Depreciation


Charge for the year
1,864



At 31 March 2024

1,864



Net book value



At 31 March 2024
5,941



At 31 March 2023
-






Page 41

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 April 2023
51,414,190


Disposals
(78,588)



At 31 March 2024

51,335,602



Impairment


At 1 April 2023
9,464,000


Charge for the period
2,577,971



At 31 March 2024

12,041,971



Net book value



At 31 March 2024
39,293,631



At 31 March 2023
41,950,190


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Ricor Group Limited
Arrow Works, Birmingham Road, Studley, Warwickshire, England, B80 7AS
Holding company
Ordinary
100%
Walsall Pressings Company Limited
Wednesbury Road, Walsall, West Midlands, England, WS1 4JW
Manufacture of metal pressings & welded assemblies
Ordinary
100%
DRB Holdings Limited
Arrow Works, Birmingham Road, Studley, Warwickshire, England, B80 7AS
Holding company
Ordinary
100%
Ricor North East Limited
Arrow Works, Birmingham Road, Studley, Warwickshire, England, B80 7AS
Manufacture of metal pressings & welded assemblies
Ordinary
100%

Page 42

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the company:

Name

Registered office

Principal activity

Class of shares

Holding

Ricor International Limited
Arrow Works, Birmingham Road, Studley, West Midlands, B80 7AS
Holding company
Ordinary
100%
Ricor Trade Holdings Limited
Arrow Works, Birmingham Road, Studley, West Midlands, B80 7AS
Holding company
Ordinary
100%
Ricor Limited
Arrow Works, Birmingham Road, Studley, West Midlands, B80 7AS
Manufacture of metal pressings & welded assemblies
Ordinary
100%
Ricor Polska Sp. z.o.o
ul. Przemyslowa 6, 62-330 Starczanowo, Poland
Manufacture of metal pressings & welded assemblies
Ordinary
100%
Ricor s.r.o
Pro-Logis Park, DC 01 Dolne Hony, 949 01 Nitra, Slovakia
Manufacture of metal pressings & welded assemblies
Ordinary
100%
D.R.B. Engineering Limited
Arrow Works, Birmingham Road, Studley, Warwickshire, England, B80 7AS
Dormant
Ordinary
100%

The disposal relates to a reduction of share capital in DRB Holdings Limited. During the year, the process to dissolve both DRB Holdings Limited and D.R.B. Engineering Limited was started. Both companies were subsequently dissolved after the year end. DRB Holdings Limited acted as the holding company of D.R.B. Engineering Limited. D.R.B. Engineering Limited has ceased business in a prior year and has been dormant during the year and before liquidation.
After reviewing the forecast for the group, the management are in the opinion that the investment in Walsall Pressings Company Limited should be impaired. The entire impairment charge above relates to this subsidiary.


15.


Stocks

Group
Group
2024
2023
£
£

Raw materials and consumables
6,027,205
4,652,564

Work in progress (goods to be sold)
2,771,963
2,742,676

Finished goods and goods for resale
2,540,871
2,115,310

Tooling stock
904,354
1,598,272

12,244,393
11,108,822


There is no significant difference between the replacement cost of stocks and its carrying amount.

Page 43

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
52,120
53,674
-
-

Prepayments and accrued income
10,000
20,000
-
-

62,120
73,674
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
12,814,900
13,352,263
-
-

Amounts owed by group undertakings
-
-
14,607,206
14,227,718

Other debtors
1,384,272
1,226,863
97,516
175,099

Prepayments and accrued income
2,500,929
4,558,031
217,067
72,343

16,700,101
19,137,157
14,921,789
14,475,160


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Page 44

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

17.


Cash

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
2,034,974
1,358,563
6,108
4,966

Less: bank overdrafts
(963,634)
(847,816)
(963,634)
(847,816)

1,071,340
510,747
(957,526)
(842,850)



18.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
963,634
847,816
963,634
847,816

Bank loans
6,765,317
5,663,640
900,000
739,172

Other loans
464,077
436,000
-
-

Trade creditors
10,920,657
12,527,011
224,129
-

Amounts owed to group undertakings
-
-
15,221,427
12,749,325

Corporation tax
3,925
-
-
-

Other taxation and social security
1,277,486
2,179,271
124,813
311,459

Obligations under finance lease
24,002
93,625
-
-

Other creditors
5,094,650
6,721,576
2,500,000
2,500,000

Accruals and deferred income
12,051,569
8,294,272
2,461,752
1,754,339

Share capital treated as debt
43,960
43,960
43,960
43,960

Share premium treated as debt
4,352,058
4,352,058
4,352,058
4,352,058

41,961,335
41,159,229
26,791,773
23,298,129


Bank overdrafts are secured by fixed and floating charges over the assets of the group.
Amounts owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
Obligations under finance leases are secured against the assets to which they relate.
Disclosure of the terms and conditions attached to the non-equity shares is made in note 23.
Disclosure of the terms and conditions attached to bank loans and other loans is made in note 20.

Page 45

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

19.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
16,742,345
17,853,277
15,688,752
16,604,203

Other loans
18,712,644
14,758,756
18,712,644
14,758,756

Net obligations under finance leases
-
23,997
-
-

Accruals and deferred income
2,000
6,000
-
-

35,456,989
32,642,030
34,401,396
31,362,959


Obligations under finance leases are secured against the assets to which they relate.
Disclosure of the terms and conditions attached to bank loans and other loans is made in note 20.


20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
6,765,317
5,663,640
900,000
739,172

Other loans
464,077
436,000
-
-


7,229,394
6,099,640
900,000
739,172

Amounts falling due 1-2 years

Bank loans
16,742,345
17,853,277
15,688,752
16,604,203

Other loans
18,712,644
14,758,756
18,712,644
14,758,756


35,454,989
32,612,033
34,401,396
31,362,959


42,684,383
38,711,673
35,301,396
32,102,131


Page 46

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
20.Loans (continued)

A bank loan of £1,725,000 (2023 - £1,875,000) at 31 March 2024 is repayable in full on 30 June 2025. Interest was charged at 3.25% over Libor and was payable quarterly.
A bank loan of £1,125,000 (2023 - £1,125,000) at 31 March 2024 is repayable in full on 30 June 2025. Interest was charged at 4.75% over Libor and was payable quarterly.
A bank loan of £7,000,000 (2023 - £7,000,000) at 31 March 2024 is repayable in full on 30 June 2025. Interest was charged at 3.2% over Libor and was payable quarterly.
A bank loan of £3,000,000 (2023 - £3,000,000) at 31 March 2024 is repayable in full on 30 June 2025. Interest was charged at 5% over Libor and was payable quarterly.
Bank loans also include an amount outstanding on a rolling credit facility of £3,588,740 (2023 - £3,588,740). At 31 March 2024 the facility was repayable on 30 June 2025. Interest was charged on the facility at 3.5% over Libor.
The bank loans outlined above are secured against the group's assets.
Other loans falling due in 1-2 years include a loan of £9,500,000. Interest on this loan is charged in two elements with a quarterly amount of 6% over Libor, with payments currently being deferred, and a further 6% capitalised. Included within other loans is a redemption premium fee of £3,197,000. At 31 March 2024, the loan, together with deferred and capitalised interest and the redemption premium fee, was repayable in full on 30 June 2025. The balance outstanding at 31 March 2024 was £18,712,644 (2023: £14,758,756).
Other loans falling due within one year are due to shareholders of the company, incur interest at 7% per annum, have no fixed repayment date and are repayable on demand.
A bank loan of €1,461,800 (£1,237,062, 2023 - £1,434,325) is repayable in quarterly instalments and a lump sum paid on 18 April 2025. The loan is secured against land and buildings with a net book value of £2,586,607 (2023: £2,586,027).
A bank loan of €Nil (£Nil, 2023 - £34,291) was repayable in quarterly instalments and a lump sum due on 18 April 2023. The loan was secured against plant and machinery.
Bank loans falling due within one year also include invoice discounting facilities across the group totalling £4,115,037 (2023: £4,706,926) which are secured against the trade debtors in the company to which they relate. Interest is charged at 1.85% over Libor.
Bank loans falling due within one year also include short term loans of £900,000 (2023 - £739,172) for which the bank has received a letter of pledge.
Certain loans have been waived or converted to equity after the year end as disclosed in note 33.

Page 47

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

21.


Hire purchase and finance leases


Minimum lease payments under finance leases fall due as follows:

Group
Group
2024
2023
£
£

Within one year
24,162
96,647

Between 1-5 years
-
24,162

24,162
120,809


22.


Deferred taxation


Group



2024


£






At beginning of year
(516,617)


Charged to profit or loss
(134,131)



At end of year
(650,748)

Company


2024



Group
Group
2024
2023
£
£

Accelerated capital allowances
(650,748)
(516,617)

Page 48

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

23.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



56,420 (2023 - 56,420) Ordinary 'A' shares of £1.00 each
56,420
56,420
3,000 (2023 - 3,000) Ordinary 'B' shares of £1.00 each
3,000
3,000
3,000 (2023 - 3,000) Ordinary 'C' shares of £1.00 each
3,000
3,000
1,137 (2023 - 1,137) Ordinary 'D' shares of £1.00 each
1,137
1,137
2,149 (2023 - 2,149) Ordinary 'F' shares of £1.00 each
2,149
2,149

65,706

65,706

2024
2023
£
£
Shares classified as debt

Allotted, called up and fully paid



600,000 (2023 - 600,000) Ordinary 'E' shares of £0.01 each
6,000
6,000
3,796,018 (2023 - 3,796,018) Preferred shares of £0.01 each
37,960
37,960

43,960

43,960


The rights attached to each class of shares are as follows:
Preferred shares: The preferred shares carry 11% voting rights in total. The holders of the preferred shares are entitled to a first ranking dividend in the first three financial years at the rate of 4.5% over LIBOR and thereafter at the rate of 6.5% over LIBOR. Upon a return of capital the holders of the preferred shares have a first ranking entitlement to payment of the issue price of the shares and the amount of any accrued but unpaid dividends. The preferred shares are redeemable by the company at any time following the third anniversary of allotment, which falls on 20 April 2021. The preferred shares are redeemable by the shareholders at any time following the fifth anniversary of allotment, which falls on 20 April 2023, subject to certain conditions. 
Ordinary 'E' shares: These carry no right to vote. The holders of ordinary 'E' shares are entitled to, subject to the dividend rights of the preferred shares, a second ranking dividend of 4.5% over LIBOR for the first five years and two months and thereafter at the rate of 6.5% over LIBOR. Upon a return of capital the holders of the ordinary 'E' shares have a second ranking entitlement to payment of the issue price of the shares and the amount of any accrued but unpaid dividends. The ordinary 'E' shares are redeemable by the holder at any time in the 12 months following the fifth anniversary of allotment, which falls on 20 April 2023, subject to certain conditions. The ordinary 'E' shares are redeemable by the shareholders six months after expiry of the above to the holder for a period of 5 years, subject to certain conditions.
Ordinary 'A' - 'D' and ordinary 'F' shares: These shares rank equally for voting purposes with each member entitled to one vote per share held by them subject to the voting rights on the preferred shares and collectively hold 89% of the total voting rights. Following the payment of dividends on the preferred shares and the ordinary 'E' shares, dividends may be declared at the discretion of the board of directors. Upon a return of capital, subject to the rights of the preferred shares and the ordinary 'E' shares, the holders of ordinary 'A' - 'D' and 'F' shares have a third ranking entitlement to payment of the issue price per share, each share ranking equally. The shares are not redeemable.

Page 49

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Foreign exchange reserve

The foreign exchange reserve represents the cumulative translation differences arising on translation of the net investment in subsidiary undertakings in the current and prior years.

Merger reserve

The merger reserve arose on the acquisition of subsidiaries in previous periods.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

25.


Analysis of net debt




At 1 April 2023
Movements
At 31 March 2024
£

£

£

Cash at bank and in hand

1,358,563

676,411

2,034,974

Bank overdrafts

(847,816)

(115,818)

(963,634)

Debt due after 1 year

(32,612,033)

(2,842,956)

(35,454,989)

Debt due within 1 year

(10,495,658)

(1,129,754)

(11,625,412)

Finance leases

(117,622)

93,620

(24,002)


(42,714,566)
(3,318,497)
(46,033,063)


26.


Contingent liabilities and guarantees

Whilst claims have been made against subsidiaries of the group in the normal course of business by customers the group continues to trade with, the directors do not believe they are liable for such claims and the directors are confident that the impact will not be material to the group’s business.
In order for the following subsidiary companies below, to take audit exemption in section 479A of the Companies Act 2006, the company has guaranteed all outstanding liabilities of these subsidiaries at 31 March 2024 until those liabilities are satisfied in full.

Ricor Trade Holdings Limited (CRN 05851260)
Ricor Group Limited (CRN 09709371)
Ricor International Limited (CRN 05983295)

Page 50

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

27.


Capital commitments




At 31 March 2024 the Group and company had capital commitments as follows:


Group
Group
2024
2023
£
£

Contracted for but not provided in these financial statements
223,900
55,995


28.


Pension commitments

The group operates defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £325,184 (2023: £278,925).
Contributions totalling £69,516 (2023: £65,681) were payable to the fund at the balance sheet date and are included in creditors.


29.


Commitments under operating leases

At 31 March 2024 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Not later than 1 year
1,594,097
1,599,747
5,504
5,504

Later than 1 year and not later than 5 years
4,015,941
4,420,656
917
6,422

Later than 5 years
137,097
538,809
-
-

5,747,135
6,559,212
6,421
11,926


30.Other financial commitments

The company is a party to a cross-guarantee in respect of the bank loan and overdraft facilities of itself and other group companies.
At 31 March 2024, the total amount of indebtedness covered by this guarantee was £17,552,386 (2023: £21,779,689). The lenders hold as security fixed and floating charges over the assets across the group.


31.


Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.


32.


Key management personnel

The remuneration of key management personnel was £1,444,722 (2023: £1,695,135).

Page 51

 

RICOR GLOBAL LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

33.


Post balance sheet events

Subsequent to the year end, as a result of a corporate restructuring in February 2025, D R Johanson ceased to be the ultimate controlling party and the ultimate controlling party of the group became Tosca Debt Capital GP II LLP ("TDC"). There has been no change in the business of the group, strategy or the executive management team.
As part of the on-going restructuring, certain debts have been cancelled or waived, including capitalised interest and redemption premium of the debt-like preferred shares, loans from shareholders and deferred consideration. The second lien lender, Tosca Debt Capital (Luxembourg) SARL, has confirmed that they will write down existing debt to a residual balance of £9.5m by swapping capitalised interest on other loans and the redemption premium fee for new and existing equity. In addition, TDC will make additional funding available in the form of a new £6.1m facility.
Both of the group’s lenders have credit committee approval to an extension of the existing finance facilities by 36 months to June 2028. In addition, the senior lender has agreed to a deferral of capital repayments until January 2027.
In addition to the financial restructuring, the group has assessed operational capacity requirements for the future. A combination of economic and other factors has contributed to operational challenges that have generated significant financial losses to the Studley plant for the past number of years. This has ultimately led the group to take the difficult decision to scale down its operations in Studley and close the plant when the property lease expires in July 2026. Customers and suppliers have been informed and will support the transfer of manufacturing operations to other plants within the group.
To illustrate the impact of the above on the group's liabilities have been restated as if the agreements had taken effect in March 2024 within in the table in the strategic report. 


34.


Controlling party

In the opinion of the directors the ultimate controlling party was D R Johanson during the year. Subsequent to the year end, the controlling party changed to Tosca Debt Capital GP II LLP.

 
Page 52