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Registered number: 13639267 (England and Wales)














RUGGABLE UK LTD.

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2024

 
RUGGABLE UK LTD.
 
 
COMPANY INFORMATION


Directors
T Erding 
C Wertheimer  
E Lee 




Company secretary
Taylor Wessing Secretaries Limited



Registered number
13639267



Registered office
5 New Street Square

London

United Kingdom

EC4A 3TW




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited





 
RUGGABLE UK LTD.
 

CONTENTS



Page
Balance Sheet
 
1 - 2
Statement of Changes in Equity
 
3
Notes to the Financial Statements
 
4 - 12


 
RUGGABLE UK LTD.
REGISTERED NUMBER: 13639267

BALANCE SHEET
AS AT 31 JANUARY 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 5 
3,499,871
827,185

  
3,499,871
827,185

Current assets
  

Stocks
 6 
2,829,544
1,675,893

Debtors: amounts falling due after more than one year
 7 
411,390
391,335

Debtors: amounts falling due within one year
 7 
2,747,784
1,068,633

Bank and cash balances
  
1,605,145
1,247,140

  
7,593,863
4,383,001

Creditors: amounts falling due within one year
 8 
(6,815,493)
(6,364,214)

Net current assets/(liabilities)
  
 
 
778,370
 
 
(1,981,213)

Total assets less current liabilities
  
4,278,241
(1,154,028)

Provisions for liabilities
  

Deferred tax
  
(389,012)
-

Other provisions
 9 
(116,973)
(228,966)

  
 
 
(505,985)
 
 
(228,966)

Net assets/(liabilities)
  
3,772,256
(1,382,994)

Page 1

 
RUGGABLE UK LTD.
REGISTERED NUMBER: 13639267
    
BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2024

As restated
2024
2023
Note
£
£

Capital and reserves
  

Called up share capital 
 10 
1,000
1,000

Capital contribution reserve
 11 
1,000,000
1,000,000

Profit and loss account
 11 
2,771,256
(2,383,994)

  
3,772,256
(1,382,994)


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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



T Erding
Director

Date: 7 May 2025

The notes on pages 4 to 12 form part of these financial statements.

Page 2

 
RUGGABLE UK LTD.
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 23 September 2021
1,000
-
-
1,000

Prior year adjustment
-
1,000,000
-
1,000,000


At 1 February 2022 (as restated)
1,000
1,000,000
-
1,001,000


Comprehensive income for the year

Loss for the year
-
-
(2,383,994)
(2,383,994)



At 1 February 2023 (as previously stated)
1,000
-
(2,383,994)
(2,382,994)

Prior year adjustment
-
1,000,000
-
1,000,000


At 1 February 2023 (as restated)
1,000
1,000,000
(2,383,994)
(1,382,994)


Comprehensive income for the year

Profit for the year
-
-
5,155,250
5,155,250


At 31 January 2024
1,000
1,000,000
2,771,256
3,772,256


Page 3

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies

 
1.1

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 2).

The following principal accounting policies have been applied:

 
1.2

Going concern

At 31 January 2024, the Company was in a net asset position. The Company has received written confirmation from its ultimate parent company, Ruggable LLC, that it will continue to provide financial support to the Company for a period of 12 months from the date of approving these financial statements.
In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from the ultimate parent company, through a review of parent company position and the budgeted cash requirements of the Company. Furthermore, the Company is expected to be largely self sufficient in the future, generating positive cash flows from sales of its own manufactured goods to the UK market. The directors have assessed the ability of the Company to continue operating on this basis for a period of at least 12 months from the date of signing these financial statements.
The directors are confident that the Company will continue to be able to meet its obligations as liabilities fall due. For these reasons, the directors continue to prepare the financial statements on a going concern basis.


Page 4

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies (continued)

 
1.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

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. 

 
1.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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 Company has transferred the significant risks and rewards of ownership to the buyer;
the Company 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 Company 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.

 
1.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

Page 5

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies (continued)

 
1.6

Share-based payments

Where Restricted Equity Units (REU) are awarded to employees, the fair value of the REUs at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of REUs that eventually vest. Market vesting conditions are factored into the fair value of the REUs granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of REUs are modified before they vest, the increase in the fair value of the REUs, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

 
1.7

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.

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 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.




 
1.8

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.

Page 6

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

1.Accounting policies (continued)


1.8
Tangible fixed assets (continued)

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.

The estimated useful lives range as follows:

Plant and machinery
-
5
years
Construction in progress
-
12
months
Fixtures and fittings
-
3
years
Computer equipment
-
3
years

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.

 
1.9

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 is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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.

  
1.10

Debtors

Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans which are unsecured and repayable on demand.

  
1.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.

  
1.12

Creditors

Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured and repayable on demand.

 
1.13

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.

Page 7

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

2.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with FRS 102 Section 1A requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Share based payments
Management have exercised judgement in assessing the treatment and disclosure of Restricted Equity Units ('REU') and their vesting conditions. Management have determined that the associated non-market conditions are unlikely to be satisfied in a timeframe that would result on ultimate vesting of the current REU's. As such, no expense has been recognised in this regard.
Impairment of stock
The directors review stock annually for any indication of impairment based on market conditions, and have concluded that no impairment charge is deemed necessary. This is a significant judgement which is unique to the Company's business model which ensures that raw materials can be utilised across various production lines enabling greater flexibility in relation to the inventory lines.


3.


Auditors' information

The auditors' report on the financial statements for the year ended 31 January 2024 was unqualified.

The audit report was signed on 8 May 2025 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


4.


Employees

The average monthly number of employees, including directors, during the year was 26 (2023 - 8).

Page 8

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

5.


Tangible fixed assets





Plant and machinery
Fixtures and fittings
Computer equipment
Construction in progress
Total

£
£
£
£
£



Cost or valuation


At 1 February 2023
541,563
-
20,034
292,218
853,815


Additions
958,278
111,690
162,020
1,975,490
3,207,478


Transfers between classes
306,398
1,957,745
-
(2,264,143)
-



At 31 January 2024

1,806,239
2,069,435
182,054
3,565
4,061,293



Depreciation


At 1 February 2023
25,167
-
1,463
-
26,630


Charge for the year on owned assets
213,680
279,119
41,993
-
534,792



At 31 January 2024

238,847
279,119
43,456
-
561,422



Net book value



At 31 January 2024
1,567,392
1,790,316
138,598
3,565
3,499,871



At 31 January 2023
516,396
-
18,571
292,218
827,185


6.


Stocks

2024
2023
£
£

Raw materials and consumables
2,779,221
1,663,854

Work in progress
9,778
3,787

Finished goods and goods for resale
40,545
8,252

2,829,544
1,675,893


Page 9

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

7.


Debtors

2024
2023
£
£

Due after more than one year

Other debtors
411,390
391,335

411,390
391,335


Other debtors due after more than one year are expected to be recovered in 2027. The directors have determined that adjusting for the time value of money would not create a material difference and as such these debtors are shown at cost.

2024
2023
£
£

Due within one year

Trade debtors
87,086
280,815

Amounts owed by group undertakings
2,318,913
-

Other debtors
708
26,299

Prepayments and accrued income
341,077
761,519

2,747,784
1,068,633



8.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
576,932
471,595

Amounts owed to group undertakings
3,161,228
3,578,533

Corporation tax
305,423
-

Other taxation and social security
1,404,183
1,171,303

Other creditors
16,829
72,960

Accruals and deferred income
1,350,898
1,069,823

6,815,493
6,364,214




Page 10

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

9.


Provisions





Returns allowance

£





At 1 February 2023
228,966


Charged to profit or loss
(111,993)



At 31 January 2024
116,973

The returns allowance ensures that the Company has sufficiently mitigated its risks in respect of customer returns. The returns period is 30 days from receipt of the items and as such any obligation would be expected to be settled in line with this time frame.
The provision is made based on historical information about the value of returns and adjusted monthly.


10.


Share capital

As restated
2024
2023
£
£
Allotted, called up and fully paid



1,000 (2023 - 1,000) Ordinary shares of £1.00 each
1,000
1,000



11.


Reserves

Capital contribution reserve

On 30 August 2022, the ultimate parent company, Ruggable LLC, provided a capital injection of £1,000,000 as consideration for shares in the Company. The shares have not been issued as yet and therefore, the capital injection is presented as a capital contibution until such time that the share issue takes place.

Profit and loss account

The profit and loss account represents accumulated profits and losses.


12.


Prior year adjustment

In the prior period, an amount of £1,000,000 was contributed by the ultimate parent company, Ruggable LLC. This was incorrectly disclosed as share capital. Despite the intention of the Company being to issue shares, no filings have been made at Companies House to issue the share capital for the Company and as such an adjustment has been made to present this as a capital contribution in the prior year until such point that the relevant share issue occurs.

Page 11

 
RUGGABLE UK LTD.
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024

13.


Controlling party

Ruggable LLC is the parent of the smallest group for which consolidated financial statements are drawn up of which the company is a member. The registered office of the parent company is 1209 Orange Street, City of Wilmington, DE 19801.


14.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

 
Page 12