Company registration number 11750964 (England and Wales)
XR HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
XR HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr R A McNae
Mr M S Valene
Company number
11750964
Registered office
2 Leman Street
London
United Kingdom
E1W 9US
Auditor
Gravita Audit II Limited
Aldgate Tower
2 Leman Street
London
E1 8FA
XR HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Company statement of cash flows
15
Notes to the financial statements
16 - 33
XR HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
The directors have provided information regarding the group's decisions and strategies during the financial year in the ‘fair review of the business’ section of this report.
Review of the business
The principal activity of the group is the design, manufacture, sales and marketing of gaming equipment and furniture, wholesale to retailers and direct to customers through online channels. The group’s objective is to grow turnover and profitability, by increasing the product portfolio and looking to expand into different geographies.
In pursuit of these objectives the group aims to maintain sound financial management and avoid excessive risks.
During the year, the group has continued to progress in the implementation of its strategic objectives. This is focused on delivering a high degree of perceived customer value through our products and services, which is monitored with the help of online review platforms. The group has also undertaken a full review of costs and implemented a series of cost-cutting measures to assist in achieving profitability in the future.
The strategy is under constant review by the Board and Senior Executives to ensure it remains appropriate to achieve the group’s objectives
Financial performance and KPI’s
Sustainable and profitable financial growth is the core of the group’s strategy. The group uses several financial measures to monitor progress against strategies and objectives:
These are:
| 12-month period ended 31 December 2024 £’000 | 12 -month period ended 31 December 2023 £’000 |
| | |
(Loss) / Profit Before Tax (PBT) | | |
The group has shown increased turnover as it has seen the retail environment improve year on year. The loss shown for the group is a significant improvement from the prior year and it continues to improve its operations in the changing retail environment. Margin compression in the US, notably with Wal-Mart have continued to impact overall group performance. The group has made significant changes for the coming year to reduce the impact of margin compression. The group sells product that is focused on gaming that is proving resilient and will continue to show growth. The group continues to add new product to the market, ensuring new sources of revenue growth. The group has been and will continue to be proactive in cutting costs and shifting operations to meet the demands of the new retail environment.
XR HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties
The group is exposed to various operational risks in the course of its business. To further support its successful growth the group undertakes adequate operational risk management, and focuses on effective risk assessment, implementing adequate controls, senior management commitment, as well as recruiting and retaining the right personnel. The following describes the material risks that could affect the group.
External Risks
Growth of unregulated/non-compliant product on E-commerce Market Places and Ship-from-China, affecting our value proposition
Changing retail environment
Fluctuations in commodity prices and foreign exchange rates impacting the cost of goods
Inflation impacting discretionary spend in the furniture market
Managing risks and uncertainties
The group seeks to manage, as far as possible, the key risks that it faces.
The group seeks to manage external risks, through the diversification of its portfolio of products and geographies into which it sells. The group looks to build and maintain good relationships with retail partners and suppliers alike. Further the group seeks to ensure that operating margins are maintain by trying to diversify the supplier base to maintain continuity of supply and ensuring competitive costs for supplies.
In consideration of the above the directors have a strong expectation that the group has the resources and experience to continue operating for the foreseeable future.
Although the UK left the EU at the end of 2020, the group has been largely unaffected as stocks are sourced from the Far East and sales into European customers are on a Direct Import basis.
Board of Directors' commitment to governance and ethical standards
The main governance body of the group is the Board of Directors, which is responsible for the prosperity of the group, leading the group and supervising its business direction while seeking to develop a culture of good governance. From the very beginning, the group has been committed to maintaining high legal, ethical and moral standards, to adhere to the principles of integrity, objectivity and honesty and wishes to be seen as opposed to fraud, bribery and corruption in the way that it conducts its business. The group is a values-driven organisation, and the Board is committed to high standards of business conduct, and lawful, efficient and fair business practices, which encompasses its long-term strategy. This includes the way the group serves its customers, and operates and behaves towards shareholders, partners, employees and other stakeholders. The Board is responsible for developing and maintaining open and fair interaction and a transparent culture between the group and its stakeholders, considering it key to the group’s overall success.
Mr R A McNae
Director
26 June 2025
XR HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of group continued to be that of wholesale and direct sales of gaming equipment and furniture.
Results and dividends
The results for the year are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr R A McNae
Mr M S Valene
Auditor
In accordance with the company's articles, a resolution proposing that Gravita Audit II Limited be reappointed as auditor of the group will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies 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 and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
XR HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
On behalf of the board
Mr R A McNae
Director
26 June 2025
XR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF XR HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of XR Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty relating to going concern
We draw attention to note 1.4 in the financial statements, which states that the group is reliant on the renewal of a revolving credit facility with JP Morgan Chase Bank which amounts to a maximum US$7,500,000 on 31 December 2024. The facility is due for review on 31 August 2025. As at the date of signing these financial statements, the group has yet to receive confirmation that the facility will be renewed. As stated in note 1.4, these events or conditions, along with other matters as set forth in note 1.4, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
XR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF XR HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 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 financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the company were identified through discussions with directors and other management, and from our commercial knowledge and experience of the industry. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the company, including General Product Safety Regulations of the US and UK, corporate and tax legislations in the US and UK, and data protection, anti-bribery, anti-money-laundering, employment, environmental, consumer rights, and health and safety legislations, in the US and UK. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The 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;
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
understanding the design of the company’s remuneration policies.
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 journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
XR HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF XR HOLDINGS LIMITED
- 7 -
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; and
reviewing correspondence with regulators.
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 procedures 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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in 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.
Luke Metson (Senior Statutory Auditor)
For and on behalf of Gravita Audit II Limited, Statutory Auditor
Chartered Accountants
Statutory Auditor
Aldgate Tower
2 Leman Street
London
E1 8FA
26 June 2025
XR HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
2024
2023
Notes
£
£
Turnover
3
42,483,972
35,529,395
Cost of sales
(33,493,168)
(29,328,625)
Gross profit
8,990,804
6,200,770
Administrative expenses
(9,376,508)
(8,391,584)
Other operating income
187,564
245,188
Operating loss
4
(198,140)
(1,945,626)
Interest receivable and similar income
7
38,493
8,527
Interest payable and similar expenses
8
(816,975)
(982,091)
Loss before taxation
(976,622)
(2,919,190)
Tax on loss
9
(827,901)
594,028
Loss for the financial year
(1,804,523)
(2,325,162)
Loss for the financial year is attributable to the owners of the parent company and non-controlling interests, with 95% and 5% allocated respectively.
XR HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
£
£
Loss for the year
(1,804,523)
(2,325,162)
Other comprehensive income
Currency translation gain taken to retained earnings
4,303
167,306
Total comprehensive loss for the year
(1,800,220)
(2,157,856)
Total comprehansive loss for the financial year is attributable to the owners of the parent company and non-controlling interests, with 95% and 5% allocated respectively.
XR HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
11
56,427
Tangible assets
12
142,672
207,297
Investments
13
255,862
142,672
519,586
Current assets
Stocks
15
5,202,178
3,640,844
Debtors falling due after more than one year
16
33,761
33,761
Debtors falling due within one year
16
9,241,243
9,767,157
Cash at bank and in hand
2,725,736
1,495,567
17,202,918
14,937,329
Creditors: amounts falling due within one year
17
(25,469,676)
(18,483,929)
Net current liabilities
(8,266,758)
(3,546,600)
Total assets less current liabilities
(8,124,086)
(3,027,014)
Creditors: amounts falling due after more than one year
18
(1,471,568)
(4,752,978)
Provisions for liabilities
Deferred tax liability
20
7,340
22,782
(7,340)
(22,782)
Net liabilities
(9,602,994)
(7,802,774)
Capital and reserves
Called up share capital
22
105
105
Profit and loss reserves
(9,603,099)
(7,802,879)
Total equity
(9,602,994)
(7,802,774)
These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
26 June 2025
Mr R A McNae
Director
Company registration number 11750964 (England and Wales)
XR HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
13
2,488,314
2,744,176
2,488,314
2,744,176
Current assets
Cash at bank and in hand
460
460
Creditors: amounts falling due within one year
17
(9,559,834)
(6,228,314)
Net current liabilities
(9,559,374)
(6,227,854)
Total assets less current liabilities
(7,071,060)
(3,483,678)
Creditors: amounts falling due after more than one year
18
(1,471,568)
(4,752,978)
Net liabilities
(8,542,628)
(8,236,656)
Capital and reserves
Called up share capital
22
105
105
Profit and loss reserves
(8,542,733)
(8,236,761)
Total equity
(8,542,628)
(8,236,656)
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £305,972 (2023 - £250,292 loss).
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 26 June 2025 and are signed on its behalf by:
26 June 2025
Mr R A McNae
Director
Company registration number 11750964 (England and Wales)
XR HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
105
(5,645,023)
(5,644,918)
Year ended 31 December 2023:
Loss for the year
-
(2,325,162)
(2,325,162)
Other comprehensive income:
Currency translation differences
-
167,306
167,306
Total comprehensive income
-
(2,157,856)
(2,157,856)
Balance at 31 December 2023
105
(7,802,879)
(7,802,774)
Year ended 31 December 2024:
Loss for the year
-
(1,804,523)
(1,804,523)
Other comprehensive income:
Currency translation differences
-
4,303
4,303
Total comprehensive income
-
(1,800,220)
(1,800,220)
Balance at 31 December 2024
105
(9,603,099)
(9,602,994)
XR HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
105
(7,986,469)
(7,986,364)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(250,292)
(250,292)
Balance at 31 December 2023
105
(8,236,761)
(8,236,656)
Year ended 31 December 2024:
Profit and total comprehensive income
-
(305,972)
(305,972)
Balance at 31 December 2024
105
(8,542,733)
(8,542,628)
XR HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
26
4,938,167
(4,963,207)
Interest paid
(816,975)
(982,091)
Income taxes (paid)/refunded
(820,083)
264,815
Net cash inflow/(outflow) from operating activities
3,301,109
(5,680,483)
Investing activities
Purchase of tangible fixed assets
(18,635)
(75,000)
Proceeds from disposal of tangible fixed assets
3,750
-
Proceeds from disposal of subsidiaries, net of cash disposed
-
100
Proceeds from disposal of investments
255,862
-
Interest received
38,493
8,527
Net cash generated from/(used in) investing activities
279,470
(66,373)
Financing activities
Repayment of bank loans
(2,521,219)
4,300,383
Net cash (used in)/generated from financing activities
(2,521,219)
4,300,383
Net increase/(decrease) in cash and cash equivalents
1,059,360
(1,446,473)
Cash and cash equivalents at beginning of year
1,495,567
2,774,734
Effect of foreign exchange rates
170,809
167,306
Cash and cash equivalents at end of year
2,725,736
1,495,567
XR HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
27
3,326,881
1,380,630
Interest paid
(321,333)
(443,064)
Income taxes paid
(45,236)
Net cash inflow from operating activities
2,960,312
937,566
Investing activities
Proceeds from disposal of subsidiaries
100
Proceeds from disposal of investments
255,862
Interest received
36,323
Net cash generated from investing activities
292,185
100
Financing activities
Repayment of bank loans
(3,252,497)
(937,658)
Net cash used in financing activities
(3,252,497)
(937,658)
Net increase in cash and cash equivalents
-
8
Cash and cash equivalents at beginning of year
460
452
Cash and cash equivalents at end of year
460
460
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information
XR Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2 Leman Street, London, E1W 9US.
The group consists of XR Holdings Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in Sterling, although the functional currency of the company is US Dollars. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, the principal accounting policies adopted are set out below.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company XR Holdings Limited together with all entities controlled by the parent company (its subsidiaries per note.14).
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.4
Going concern
These financial statements are prepared on the going concern basis, as the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.
The group, as detailed in note 19, has loans from related parties of £6,578,339 (2023: £6,562,242), whereby £6,596,167 is due to a sole shareholder. The shareholder has given support that whilst £5,157,033 of loans are repayable within 12 months of the date the the financial statements are approved, these will not be called upon to the detriment of the group's cashflow or going concern.
The group, as detailed in note 17, has a revolving credit facility with JP Morgan Chase Bank which amounts to a maximum, and has been utilised, £5,992,808 (US$7,500,000) on 31 December 2024. The facility was renewed post period end and is due for review on 31 August 2025. As at the date of signing these financial statements, the group has yet to receive confirmation that the facility will be renewed. The group has not been made aware that this facility will be withdrawn however, the bank could draw on assets of the company if the facility enters default or is not renewed. The directors expect the facility to be renewed. However, should the facility enter default or not be renewed, the group does not have sufficient liquid resources to repay the facility and will be reliant on the company's resources.
The directors are therefore aware of certain material uncertainties which may cause doubt on the company’s ability to continue as a going concern, should the facility enter default or not be renewed. However, the directors continue to adopt the going concern basis of accounting in preparing these financial statements, which do not reflect any adjustments that would be necessary if the facility was to enter default or not be renewed.
1.5
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.10
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
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
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
1.16
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
On consolidation, assets and liabilities of foreign operations are translated into GBP at year-end exchange rates. The results of foreign operations are translated into GBP at average rates of exchange for the year. Exchange differences arising on translating net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Stocks
Stocks are valued at the lower of cost and net realisable value. Net realisable value includes, where necessary, provisions for slow-moving and obsolete stock items. Calculation of these provisions requires judgements to be made, which include forecast consumer demand, likely repair cost and sale price and the economic environment.
Trade and other debtors
Trade and other debtors are provided net of any potential bad debt provisions.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
16,691,489
12,755,209
Europe
5,638,414
4,218,894
Rest of world
20,154,069
18,555,292
42,483,972
35,529,395
2024
2023
£
£
Other revenue
Interest income
38,493
8,527
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
4
Operating loss
2024
2023
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange gains
(3,289)
(69,479)
Research and development costs
49,552
137,602
Depreciation of owned tangible fixed assets
76,912
89,070
Loss on disposal of tangible fixed assets
2,598
-
Amortisation of intangible assets
56,427
338,560
Stocks impairment losses recognised or reversed
609,318
Operating lease charges
24,849
41,790
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
-
-
Audit of the financial statements of the company's subsidiaries
106,500
155,253
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Sales
12
12
-
-
Admin
23
32
-
-
Warehouse
10
22
-
-
Total
45
66
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
3,190,215
3,465,666
Social security costs
307,798
282,359
-
-
Pension costs
27,665
24,639
3,525,678
3,772,664
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
7
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
38,493
8,527
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
-
141,518
Other interest on financial liabilities
816,356
838,719
Other interest
619
1,854
Total finance costs
816,975
982,091
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
160,333
94,811
Foreign current tax on profits for the current period
(35,971)
(686,809)
Total current tax
124,362
(591,998)
Deferred tax
Origination and reversal of timing differences
703,539
(2,030)
Total tax charge/(credit)
827,901
(594,028)
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 24 -
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(976,622)
(2,919,190)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(244,156)
(686,593)
Tax effect of expenses that are not deductible in determining taxable profit
80,765
135,291
Tax effect of income not taxable in determining taxable profit
35,532
33,931
Gains not taxable
650
Unutilised tax losses carried forward
(132,594)
Adjustments in respect of prior years
35,527
Group relief
(90,162)
Permanent capital allowances in excess of depreciation
(4,352)
(10,546)
Depreciation on assets not qualifying for tax allowances
33,335
123,532
Other permanent differences
80,333
Effect of overseas tax rates
143,406
Deferred tax adjustments in respect of overseas tax
718,981
Deferred tax
(15,442)
(2,031)
Tax charge arising on timing differences
(1,151)
(383)
Taxation charge/(credit)
827,901
(594,028)
10
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2024
2023
Notes
£
£
In respect of:
Stocks
15
609,318
-
Recognised in:
Cost of sales
609,318
-
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
8,337,761
Amortisation and impairment
At 1 January 2024
8,281,334
Amortisation charged for the year
56,427
At 31 December 2024
8,337,761
Carrying amount
At 31 December 2024
At 31 December 2023
56,427
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
12
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Total
£
£
£
Cost
At 1 January 2024
75,000
333,393
408,393
Additions
3,480
15,155
18,635
Exchange adjustments
(7,451)
(7,451)
At 31 December 2024
78,480
341,097
419,577
Depreciation and impairment
At 1 January 2024
15,000
186,096
201,096
Depreciation charged in the year
15,000
61,912
76,912
Exchange adjustments
(1,103)
(1,103)
At 31 December 2024
30,000
246,905
276,905
Carrying amount
At 31 December 2024
48,480
94,192
142,672
At 31 December 2023
60,000
147,297
207,297
The company had no tangible fixed assets at 31 December 2024 or 31 December 2023.
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
14
2,488,314
2,488,314
Unlisted investments
255,862
255,862
255,862
2,488,314
2,744,176
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 January 2024
255,862
Disposals
(255,862)
At 31 December 2024
-
Carrying amount
At 31 December 2024
-
At 31 December 2023
255,862
Movements in fixed asset investments
Company
Shares in subsidiaries
Other investments
Total
£
£
£
Cost or valuation
At 1 January 2024
2,488,314
255,862
2,744,176
Disposals
-
(255,862)
(255,862)
At 31 December 2024
2,488,314
-
2,488,314
Carrying amount
At 31 December 2024
2,488,314
-
2,488,314
At 31 December 2023
2,488,314
255,862
2,744,176
14
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Ace Casual Limited
Bradford Road, Brighouse, HD6 4DJ, United Kingdom
Ordinary
100.00
-
Ace Bayou Corporation
931 Daniel St, Kenner, LA 70062, United States
Ordinary
100.00
-
XRocker GmbH
Bahnhofsplatz 42, 28195 Bremen, Germany
Ordinary
0
100.00
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
15
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
-
107,225
-
-
Finished goods and goods for resale
5,202,178
3,533,619
5,202,178
3,640,844
-
-
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
7,337,865
6,498,990
Corporation tax recoverable
229,935
138,098
Other debtors
1,439,926
2,745,955
Prepayments and accrued income
233,517
384,114
9,241,243
9,767,157
-
-
Amounts falling due after more than one year:
Deferred tax asset (note 20)
33,761
33,761
Total debtors
9,275,004
9,800,918
-
-
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
19
5,992,808
5,261,530
Other borrowings
19
1,060,523
1,031,610
1,060,523
1,031,610
Trade creditors
10,335,321
7,988,824
Amounts owed to group undertakings
3,378,490
3,328,155
Corporation tax payable
174,382
59,285
14,049
59,285
Other taxation and social security
711,591
587,567
-
-
Other creditors
5,313,169
1,955,362
5,106,772
1,809,264
Accruals and deferred income
1,881,882
1,599,751
25,469,676
18,483,929
9,559,834
6,228,314
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
17
Creditors: amounts falling due within one year
(Continued)
- 28 -
The company, along with the US subsidiary, Ace Bayou Corporation, entered into a line of revolving credit facility, based on an eligible borrowing base as defined in an agreement dated 30th December 2021. The revolving credit agreement was subject to various financial covenants and the loan was secured by substantially all corporate assets of Ace Casual Limited, Ace Bayou Corporation, XR Holdings Limited, Norval Inc. and unlimited personal guarantees by the directors. An amendment to the agreement in 2022 added substantially all corporate assets of MV Crestland LLC to the security, the company being owned by one of the directors.
During 2023, an amendment provided for a maximum revolving commitment of US$7.5m (£5,982,770), subject to the following seasonal limits: (a) from 1 January to 31 July of US$7m (£5,583,918) and (b) from 1 August to 31 December of US$7.5m (£5,982,770).
A third, fourth and fifth amendment in 2023, 2024 and 2025 kept the maximum at US$7.5m (5,982,770) and removed seasonal limits. Since the year end, the facility has been renewed on the same terms. The facility is due for review on 31 August 2025.
The revolving credit facility bears interest based on an adjusted term SOFR rate + 3.125%.
18
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
19
1,471,568
4,752,978
1,471,568
4,752,978
19
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
5,992,808
5,261,530
Loans from group undertakings
1,060,523
1,031,610
1,060,523
1,031,610
Loans from related parties
6,578,339
6,562,242
6,578,339
6,562,242
13,631,670
12,855,382
7,638,862
7,593,852
Payable within one year
12,160,102
8,102,404
6,167,294
2,840,874
Payable after one year
1,471,568
4,752,978
1,471,568
4,752,978
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
20
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
7,340
24,812
-
-
Tax losses
-
(2,030)
33,761
33,761
7,340
22,782
33,761
33,761
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Asset at 1 January 2024
(10,979)
-
Credit to profit or loss
(15,442)
-
Asset at 31 December 2024
(26,421)
-
The deferred tax asset and liability set out above are expected to reverse within the foreseeable future and relates to tax losses and accelerated capital allowances respectively and are expected to mature within the same period.
21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
27,665
24,639
A company within the group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund. Contributions totalling £5,604 (2023 - nil) were payable to the fund at the balance sheet date.
22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
ordinary A shares of 1p each
5,400
5,400
54
54
ordinary B shares of 1p each
500
500
5
5
ordinary C shares of 1p each
4,600
4,600
46
46
10,500
10,500
105
105
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Share capital
(Continued)
- 30 -
Each class of share ranks pari-passu in all respects.
23
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
193,629
242,630
-
-
Between two and five years
657,021
619,067
-
-
In over five years
-
124,089
-
-
850,650
985,786
-
-
24
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel is as follows.
2024
2023
£
£
Aggregate compensation
673,800
459,379
This represents remuneration paid to a director of a subsidiary company.
Transactions with related parties
The group has taken advantage of the exemption in accordance with Section 33 of FRS 102 'Related Party Disclosures' not to disclose transactions entered into between two or more members of a group.
During the year the group entered into the following transactions with related parties:
Purchases
Purchases
2024
2023
£
£
Group
Other related parties
308,592
-
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
24
Related party transactions
(Continued)
- 31 -
The following amounts were outstanding at the reporting end date:
Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
1,060,523
1,031,610
Key management personnel
6,578,339
6,562,241
Other related parties
96
-
Loans from key management personnel comprise promissory notes provided by the directors of the parent company.
Notes were issued to the value of US$6.5m (£5,185,067) in December 2021. A further tranche of US$1.625m (£1,296,267) was issued in December 2023. The interest rates were 2% and 4% respectively (with a default rate of 5%) and repayable on 30 September 2027 and 31 December 2026 respectively.
The default rate was in operation during the year and interest was charged of US$385,817 (£308,284) (2023: £255,105).
The amounts payable in less than one year total US$6,391,124 (£5,106,771) (2023: £1,809,264). These amounts are included in other creditors due within one year.
The amounts payable in more than one year total US$1,841,667 (£1,471,568) (2023: £4,752,978). These amounts are included within other borrowings due after more than one year.
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
326,370
-
25
Controlling party
The parent company of XR Holdings Limited is Norval Inc. a US corporate whose registered office is 1000 Superior Blvd, Suite 310, Wayzata, MN 5531.
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
26
Cash generated from/(absorbed by) group operations
2024
2023
£
£
Loss after taxation
(1,804,523)
(2,325,162)
Adjustments for:
Taxation charged/(credited)
827,901
(594,028)
Finance costs
816,975
982,091
Investment income
(38,493)
(8,527)
Loss on disposal of tangible fixed assets
2,598
-
Amortisation and impairment of intangible assets
56,427
338,560
Depreciation and impairment of tangible fixed assets
76,912
89,070
Movements in working capital:
(Increase)/decrease in stocks
(1,561,334)
1,409,112
Decrease/(increase) in debtors
451,245
(1,050,421)
Increase/(decrease) in creditors
6,110,459
(3,803,902)
Cash generated from/(absorbed by) operations
4,938,167
(4,963,207)
27
Cash generated from operations - company
2024
2023
£
£
Loss after taxation
(305,972)
(250,292)
Adjustments for:
Taxation charged
59,285
Finance costs
321,333
443,064
Investment income
(36,323)
Movements in working capital:
Increase in creditors
3,347,843
1,128,573
Cash generated from operations
3,326,881
1,380,630
28
Analysis of changes in net debt - group
1 January 2024
Cash flows
Exchange rate movements
31 December 2024
£
£
£
£
Cash at bank and in hand
1,495,567
1,059,360
170,809
2,725,736
Borrowings excluding overdrafts
(11,046,118)
2,521,219
-
(8,524,899)
(9,550,551)
3,580,579
170,809
(5,799,163)
XR HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 33 -
29
Analysis of changes in net debt - company
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
460
-
460
Borrowings excluding overdrafts
(5,784,588)
3,252,497
(2,532,091)
(5,784,128)
3,252,497
(2,531,631)
2024-12-312024-01-01falsefalseCCH SoftwareCCH Accounts Production 2025.100Mr R A McNaeMr M S Valenefalse11750964bus:Consolidated2024-01-012024-12-31117509642024-01-012024-12-3111750964bus:Director12024-01-012024-12-3111750964bus:Director22024-01-012024-12-31117509642024-12-3111750964bus:Consolidated2024-12-3111750964bus:Consolidated2023-01-012023-12-31117509642023-01-012023-12-3111750964core:RetainedEarningsAccumulatedLossesbus:Consolidated2024-01-012024-12-3111750964core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-01-012023-12-3111750964core:Goodwillbus:Consolidated2024-12-3111750964core:Goodwillbus:Consolidated2023-12-3111750964bus:Consolidated2023-12-3111750964core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2024-12-3111750964core:PlantMachinerybus:Consolidated2024-12-3111750964core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-12-3111750964core:PlantMachinerybus:Consolidated2023-12-31117509642023-12-3111750964core:ShareCapitalbus:Consolidated2024-12-3111750964core:ShareCapitalbus:Consolidated2023-12-3111750964core:ShareCapital2024-12-3111750964core:ShareCapital2023-12-3111750964core:ShareCapitalbus:Consolidated2022-12-31117509642022-12-3111750964core:ShareCapital2022-12-3111750964core:RetainedEarningsAccumulatedLosses2022-12-3111750964core:RetainedEarningsAccumulatedLosses2023-12-3111750964core:RetainedEarningsAccumulatedLosses2024-12-3111750964bus:Consolidated2022-12-3111750964core:Goodwill2024-01-012024-12-3111750964core:UKTaxbus:Consolidated2024-01-012024-12-3111750964core:UKTaxbus:Consolidated2023-01-012023-12-3111750964core:ForeignTaxbus:Consolidated2024-01-012024-12-3111750964core:ForeignTaxbus:Consolidated2023-01-012023-12-3111750964bus:Consolidated12024-01-012024-12-3111750964bus:Consolidated12023-01-012023-12-3111750964bus:Consolidated22024-01-012024-12-3111750964bus:Consolidated22023-01-012023-12-3111750964bus:Consolidated32024-01-012024-12-3111750964bus:Consolidated32023-01-012023-12-3111750964bus:Consolidated42024-01-012024-12-3111750964bus:Consolidated42023-01-012023-12-3111750964core:Goodwillbus:Consolidated2023-12-3111750964core:Goodwillbus:Consolidated2024-01-012024-12-3111750964core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2023-12-3111750964core:PlantMachinerybus:Consolidated2023-12-3111750964bus:Consolidated2023-12-3111750964core:LandBuildingscore:LeasedAssetsHeldAsLesseebus:Consolidated2024-01-012024-12-3111750964core:PlantMachinerybus:Consolidated2024-01-012024-12-3111750964core:UnlistedNon-exchangeTradedbus:Consolidated2024-12-3111750964core:UnlistedNon-exchangeTradedbus:Consolidated2023-12-3111750964core:UnlistedNon-exchangeTraded2024-12-3111750964core:UnlistedNon-exchangeTraded2023-12-3111750964core:Subsidiary12024-01-012024-12-3111750964core:Subsidiary22024-01-012024-12-3111750964core:Subsidiary32024-01-012024-12-3111750964core:Subsidiary112024-01-012024-12-3111750964core:Subsidiary222024-01-012024-12-3111750964core:Subsidiary332024-01-012024-12-3111750964core:CurrentFinancialInstruments2024-12-3111750964core:CurrentFinancialInstruments2023-12-3111750964core:CurrentFinancialInstrumentsbus:Consolidated2024-12-3111750964core:CurrentFinancialInstrumentsbus:Consolidated2023-12-3111750964core:Non-currentFinancialInstrumentsbus:Consolidated2024-12-3111750964core:Non-currentFinancialInstrumentsbus:Consolidated2023-12-3111750964core:Non-currentFinancialInstruments2024-12-3111750964core:Non-currentFinancialInstruments2023-12-3111750964core:WithinOneYearbus:Consolidated2024-12-3111750964core:WithinOneYearbus:Consolidated2023-12-3111750964core:CurrentFinancialInstrumentscore:WithinOneYear2024-12-3111750964core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3111750964core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2024-12-3111750964core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-12-3111750964core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2024-12-3111750964core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-12-3111750964core:Non-currentFinancialInstrumentscore:AfterOneYear2024-12-3111750964core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3111750964bus:PrivateLimitedCompanyLtd2024-01-012024-12-3111750964bus:FRS1022024-01-012024-12-3111750964bus:Audited2024-01-012024-12-3111750964bus:ConsolidatedGroupCompanyAccounts2024-01-012024-12-3111750964bus:FullAccounts2024-01-012024-12-31xbrli:purexbrli:sharesiso4217:GBP