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Registered number: 12127303










MAUI BIDCO LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
MAUI BIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
K L Eubanks 
M Dunstheimer (appointed 3 October 2024)




Registered number
12127303



Registered office
1 Myrtle Road
Warley

Brentwood

Essex

CM14 5EG




Independent auditors
RSM UK Audit LLP

Chartered Accountants

Third Floor, Priory Place

New London Road

Chelmsford

Essex

CM2 0PP





 
MAUI BIDCO LIMITED
 

CONTENTS



Pages
Strategic Report
 
1 - 3
Directors' Report
 
4 - 8
Independent Auditor's Report
 
9 - 12
Consolidated Statement of Comprehensive Income
 
13
Consolidated Statement of Financial Position
 
14
Company Statement of Financial Position
 
15 - 16
Consolidated Statement of Changes in Equity
 
17
Company Statement of Changes in Equity
 
18
Consolidated Statement of Cash Flows
 
19 - 20
Notes to the Financial Statements
 
21 - 46


 
MAUI BIDCO LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report and the audited financial statements for the year ended 31 December 2024.  
The Group consists of the Company, being Maui Bidco Limited, and all subsidiaries as detailed in note 15.
The principal activity of the Group is to produce innovative, and unique fishing equipment and accessories which make a difference to the Group’s customers. To achieve this, the Group’s strategy is of continuous investment in research and development and tooling for new products. The Company acts as a holding company for the Group.

Business review
 
The business saw another successful year with a growth is sales of 12% over the prior year despite ongoing global challenges. The growth in sales included intercompany sales to other group companies which covered a full year of activity in 2024. The focus of the year was a return to ‘business as usual’ despite the ongoing supply chain issues due to the war in Ukraine and shipping lane disruptions. Gross margin percentage was maintained at 39.4% (2023 - 39.5%).
Both distribution costs and administrative expenses have decreased this year. Cost saving strategies and efficiencies have been possible due to previous restructuring activities and begin to benefit the Group. Administrative costs benefit from a significant gain on foreign exchange this year. Efficiencies in the warehouse and carriage out contributed to the reduction in distribution costs while administrative costs benefitted from a significant gain on foreign exchange offsetting the increased freight costs that continue to be seen in relation to the Red Sea disruption and Group management charges for the year.
The balance sheet at £20,655,459 (2023 - £29,215,739) reflects a strong working capital position, the reduction in the total due to the amortisation and interest charges has been partly offset by strong cash generation. The Company participates in cash pooling with the wider Group hence the reduction in balance sheet cash held at year end due to the timing of sweeps which is counterbalanced by increases in amounts owed by group undertakings.
Design, innovation and the introduction of new products continues to be critical to the business success. The Group continues to invest considerable amounts in research and development in advance of products coming to market. The popularity of the new products, plus the acceptance of them by anglers, is the number one objective of the Group. To continually generate this increase in demand the business invests heavily in producing and editing high quality video content. Orders made by customers following on from the product launch in the year is evidence of the success of our design and innovation.
The directors are pleased with the performance of the Group in the year. The loss of £7.5m (2023 - £13.3m) which is due to the amortisation of intangible assets and group interest charges, has reduced significantly this year and reflects the strong underlying trading within the Group.
The directors expect that the Group will continue to perform well throughout the coming year.

Page 1

 
MAUI BIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Principal risks and uncertainties
 
Sporting goods are non-essential items and as such the business is susceptible to general macro-economic forces. As an outdoor pursuit, angling is also seasonal and severe weather can also impact sales. The Group's approach to mitigate these risks is to broaden its geographical market presence in order to reduce exposure to these factors on a regional basis.
The majority of the Group's revenue is in Euros and British Pounds, whilst the main purchasing currency is US Dollars. Fluctuations in exchange rates can have a significant impact on the business and as a result management have a formal strategy in place to manage foreign exchange risk. This represents a key challenge to the business in addition to maintaining stability through ever changing global uncertainty, supply chain disruption and steering through economic headwinds such as inflation and interest rate pressures.
The availability of skilled labour is a potential challenge to the Group. We provide training and development opportunities to upskill current employees as well as employing a robust recruitment strategy to attract and retain skilled labour.
Management seek to ensure that the risk of loss of data and business interruption due to failures in IT security is mitigated to the greatest extent possible through the use of monitored Anti-Virus software, secure backup systems and regular review and enhancement of IT systems and policies.
The Directors are pleased with the continued growth of the business and the Directors feel the business is well placed to take on these challenges.

Financial key performance indicators
 
As noted above, turnover of £106.7m (2023 - £95.5m) produced a 12% increase in the year as the business continues to strive to improve our customers' experience and includes increased intercompany sales to other group companies. With high quality, excellent value product ranges we aim to increase market share and reach throughout our brands. We continue to innovate whilst expanding into new geographical markets. Target sales are set each year which are measured against actual sales achieved, monthly.
Gross margin has been maintained at 39.4% (2023 - 39.5%). We aim to maintain and improve margins though bringing new, innovative products to market and nurturing close supply chain relationships.
EBITDA for the year ended 31 December 2024 was £15.8m (2023 - £8.6m). EBITDA as a percentage of turnover has increased from 9% back to 15% as the restructuring activity of the prior year and administrative costs incurred from it have concluded and the business can build on efficiencies gained. This increase is also due to increases in revenue and related margin and the gain on foreign exchange and executions of cost saving strategies during the year. 
To ensure maximum value is delivered on behalf of stakeholders to the business, EBITDA targets are set and reviewed regularly.

Stock control

Stock levels are reviewed on an ongoing basis, thereby highlighting any potential problems in relation to shortages of stock or ageing stocks. Stock turn also remains a key indicator of buying efficiencies. Management is happy that the level of stock has returned to a more normal level and is actively looking to improve supply chain efficiencies and the quality and availability of stock to its customer base. The slight increase year over year is due to a conscious effort to improve fill rate and consequently improve service levels to our customers. 

Page 2

 
MAUI BIDCO LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' S172 statement of compliance with duty to promote the success of the Group and Company
 
The directors of the Group and Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in the Companies Act 2006 and include a duty to promote the success of the Group and the Company.
The directors consider it crucial that the Group and Company maintain a reputation for the highest standards of business conduct and are responsible for setting, reviewing and upholding the culture, values, standards, ethics and reputation of the Group and Company to ensure obligations to key stakeholders are met. By using the core values of the business, we seek to sustain and develop strong, stable, profitable partnerships with all our customers, employees and suppliers by providing outstanding products.
During the period, the directors consider that they have at all times acted in a way, and have made decisions, that would most likely promote the success of the Group and Company and for the benefit of their members as a whole, and in making those decisions have had particular regard to:
 - the likely consequence of any decision in the long term;
 - the interest of the Group's employees;
 - the need to foster the Group's and Company's business relationships with suppliers, customers and others;
 - the impact of the Group's and Company's operations on the community and the environment; 
 - the need to act fairly between members of the Group and Company; and
 - the desirability of the Group and Company maintaining a reputation for high standards of business conduct.
The engagement of key stakeholders is summarised as follows:
Our people
We have a range of mechanisms whereby we engage with and seek feedback with all our employees. We want to work hand in hand with them to ensure that the Group is an inspiring place to work and maximise their involvement and contribution to the business.
Business relationships
We regularly engage with both existing and future customers both seeking feedback from them and providing them with details of future products. We value all of our suppliers and have many mutually beneficial business relationships.
Community and environment
We try to be a positive influence in the life of the communities in which we operate, for example encouraging children to get involved in fishing, and strive to minimise our impact on the environment as much as possible. We operate from modern premises which have been built and fitted to high energy saving standards.
Shareholders
We ensure that we keep our shareholders regularly updated on developments through detailed monthly reporting and bi-monthly board meetings at which the EMEA CEO presents.


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


M Dunstheimer
Director
Date: 13 August 2025

Page 3

 
MAUI BIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Statement of directors' responsibilities in respect of the financial statements

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare audited financial statements for each financial year. Under that law the directors have prepared 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 judgments and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. The directors 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.


Results and dividends

The loss for the year, after taxation, amounted to £7,587,202 (2023 - loss £13,343,411).

The directors have not proposed a dividend for the year (2023 - £Nil).

Directors

The directors who served during the period up to the date of signing these financial statements, unless otherwise stated, were:

K L Eubanks 
M Dunstheimer (appointed 3 October 2024)

Page 4

 
MAUI BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Financial risk management objectives and policies

The four key risks the Group monitors are interest rate risk, liquidity risk, credit risk and foreign exchange risk. 

Interest rate risk
The Group finances its operations through borrowings. In order to mitigate interest rate risk, 10 year term loan notes were issued in 2019 to the parent company, Maui Topco at a fixed interest rate of 6.125%. 

Liquidity risk
The repayment terms of the intercompany loans have been structured to be serviced from cash generated by operating activities. The Group manages its cash requirements via cashflow forecasting to ensure the Group has sufficient liquid resources to meet the operating needs of its business.

Credit risk
The credit rating of significant customers is monitored regularly.

Foreign exchange risk
Presently a high proportion of the Group's purchases are in US Dollars (USD). Significant exchange rate fluctuations could materially impact the Group's performance. This risk is mitigated by entering into forward contracts based on forecast transactions to achieve or better these rates.

Page 5

 
MAUI BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Going concern

At the date of approval of the financial statements the directors have considered the continued challenges posed by the uncertainties of the ongoing war in Ukraine and Red Sea disruption and the resultant impact on business conditions in Europe.
The business continues to be impacted by delays in the supply chain seen as a result of the disruption to shipping through the Red Sea and is working hard to maintain stock levels and availability.
Sporting goods are non-essential items and as such the business is susceptible to general macro-economic forces. As an outdoor pursuit, angling is also seasonal and severe weather can also impact sales. The Company's approach to mitigate these risks is to broaden its geographical market presence in order to reduce exposure to these factors on a regional basis.
The directors make an estimate of the future performance of both the Group and Company in order to prepare the financial statements on a going concern basis. When assessing future performance, the directors consider financial projections which reflect current and expected market conditions. Based on the consideration of financing facilities, and after modelling of severe but plausible scenarios on forecasted cash flows and considering the progress of the Group and Company, the directors have a reasonable expectation that the Group and Company will be able to execute their plans such that they will have adequate resources to continue in operational existence for the foreseeable future and for a period of at least 12 months from the date of approval of these financial statements.
As part of their assessment on going concern, the directors of Maui Bidco Limited have obtained confirmation in writing from the holders of the 6.125% unsecured loan notes that they will not seek contractual payments of interest in cash if the Maui Bidco group is unable to make these payments. Maui Bidco Limited is primarily reliant on the operating cashflows of Fox International Group Limited to make these payments, and as such that confirmation is required to enable the directors to conclude in respect of the going concern status of both entities. Additionally, the Group is also part of a cash pooling arrangement with the wider Rather Outdoors Group and the directors have sought assurances that cash remitted to Group can be returned should the need arise. 
In Q1 2025 the United States imposed new tariffs on goods entering the US market. There is limited impact to the Maui Bidco group, as they trade outside of the US. There is a level of impact to the Rather Outdoors US business. However, management has largely mitigated tariff risk through imposing price increases and reducing marketing spend, advertising cost and reducing travel costs in the US.

Research and development activities

The Group is continually researching and developing new products for use in its principal activity. During the period, the Group incurred £911,543 (2023 - £683,283) relating to research and development of which £629,524 (2023 - £592,544) was capitalised, and the remaining balance charged to profit and loss.

Qualifying third party indemnity provisions

An indirect parent company, Rather Outdoors Corporation, maintains liability insurance for the Company's Directors and Officers. The insurance cover does not provide cover in the event a Director or Officer is proved to have acted fraudulently or dishonestly. The indemnity is categorised as a ‘qualifying third-party indemnity’ for the purposes of the Companies Act 2006 and will continue in force for the benefit of Directors and Officers on an ongoing basis.

Branches outside the United Kingdom

Fox International Group Limited, a subsidiary of the Group, has a branch in Belgium.

Page 6

 
MAUI BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Greenhouse gas emissions, energy consumption and energy efficiency action

The greenhouse gas emissions and energy consumption for Fox International Group Limited, a subsidiary of the Group, for the year are:

UK Greenhouse gas emissions and energy use data

2024
2023
       kWh
       kWh
Grid supplied electricity

92,696

102,808
 
Gaseous and other fuels

28,986

28,788
 
Transportation

429,585

428,487
 
Energy consumption used to calculate emissions (kWh)

551,267

560,083
 

2024
2023
      CO2e
      CO2e
Scope 1 emissions in metric tonnes CO2e:

Gaseous and other fuels

5

5
 
Transportation

80

85
 
Scope 2 emissions in metric tonnes CO2e:

Grid supplied electricity

19

21
 
Scope 3 emissions in metric tonnes CO2e:

Transportation

23

17
 
Total gross emissions in metric tonnes CO2e

127

129
 

UK Headcount                51         51

Emissions per employee in metric tonnes CO2e        2.49      2.52
Reporting methodology
Energy consumption and CO2e emission data has been calculated in line with the UK Government environmental reporting guidance. Current published emissions factors relevant for the reporting year have been used to calculate emissions.
Intensity measurement
The chosen intensity measurement is gross emissions in metric tonnes CO2e per employee.
Key movements in emissions
The emissions for gas and electricity have reduced compared to the previous year as a result of more staff taking advantage of the hybrid working policy and a gentler winter which meant that the heating systems were not working at full capacity to warm the offices. The emissions for transportation remains at prior levels which includes travelling for trade shows showcasing our new products and building and maintaining relationships with new and existing customers.
Page 7

 
MAUI BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Greenhouse gas emissions, energy consumption and energy efficiency action (continued)
 
Energy efficiency improvements
The Group have continued their operational energy efficiency and are reviewing carbon emissions in recent years. The hybrid working policy remain in place where staff work partially in the office and partially remotely. This along with the milder winter, has resulted in maintaining gas and electricity consumption compared to prior years.

Matters covered in the Strategic Report

Information on engagement with key stakeholders and the key risks and uncertainties of the Group is contained within the Strategic Report as permitted by S414C paragraph 11 of the Companies Act 2006.

Directors' confirmations

The directors at the time when this Directors' Report is approved have confirmed that:
 
so far as the directors are aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the directors have taken all the steps that ought to have been taken as directors in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsRSM UK Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





M Dunstheimer
Director

Date: 13 August 2025

Page 8

 
MAUI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAUI BIDCO LIMITED
 

Opinion


We have audited the financial statements of Maui Bidco Limited (the 'parent Company') and subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statements of Changes in Equity, the Consolidated Statement of Cashflows 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 FRS 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 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;
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 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.

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 9

 
MAUI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAUI BIDCO LIMITED (CONTINUED)


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 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.

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 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.

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 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 set out on page 4, 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.

Page 10

 
MAUI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAUI BIDCO LIMITED (CONTINUED)


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 Auditors' 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 the audit was considered capable of detecting irregularities, including fraud
Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.  
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.  
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatements, including fraud, the group audit engagement team:
 
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group and parent company operate in and how the group and parent company is complying with the legal and regulatory framework; 
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud:
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud. 
 
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures, inspecting correspondence with local tax authorities and evaluating advice received from external tax advisors. 
The most significant laws and regulations that have an indirect impact on the financial statements are those in relation to health and safety. We performed audit procedures to inquire of management whether the group is in compliance with these laws and regulations and completed searches for any reportable health and safety incidents in the public domain. 
The group audit engagement team identified the risk of management override of controls and existence and valuation of revenue transactions as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual
Page 11

 
MAUI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MAUI BIDCO LIMITED (CONTINUED)


transactions and transactions entered into outside the normal course of business and the corroboration of a sample of revenue transactions to supporting documentation in addition to reviewing a sample of revenue transactions that were outside of the expected revenue cycle. 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http:llwww.frc.org.uk lauditorsresponsibilities. 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 Auditors' 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.




Kerry Norman (Senior Statutory Auditor)
  
for and on behalf of
RSM UK Audit LLP, Statutory Auditor
 
Chartered Accountants
Third Floor, Priory Place
New London Road
Chelmsford
Essex
CM2 0PP

 
Date: 
14 August 2025
Page 12

 
MAUI BIDCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
106,664,645
95,503,607

Cost of sales
  
(64,682,232)
(57,801,402)

Gross profit
  
41,982,413
37,702,205

Distribution costs
  
(15,316,174)
(15,514,318)

Administrative expenses
  
(31,019,526)
(32,734,815)

Other operating income
 5 
2,116,899
1,320,424

Operating loss
 6 
(2,236,388)
(9,226,504)

Interest payable and similar expenses
 10 
(4,586,622)
(5,666,195)

Loss before taxation
  
(6,823,010)
(14,892,699)

Tax on loss
 11 
(764,192)
1,549,288

Loss for the financial year
  
(7,587,202)
(13,343,411)

  

Currency translation differences
  
(1,273,161)
(172,083)

Total comprehensive income for the year
  
(8,860,363)
(13,515,494)

  

  

Total comprehensive income for the year attributable to:
  

Owners of the parent Company
  
(8,860,363)
(13,515,494)

  
(8,860,363)
(13,515,494)

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 21 to 46 form part of these financial statements.

Page 13

 
MAUI BIDCO LIMITED
REGISTERED NUMBER: 12127303

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 13 
68,730,938
82,883,771

Tangible assets
 14 
6,190,563
7,203,597

  
74,921,501
90,087,368

Current assets
  

Stocks
 16 
35,049,874
30,467,425

Debtors
 17 
50,573,982
34,860,118

Cash at bank and in hand
 18 
488,030
4,157,209

  
86,111,886
69,484,752

Creditors: amounts falling due within one year
 19 
(49,232,098)
(38,322,314)

Net current assets
  
 
 
36,879,788
 
 
31,162,438

Total assets less current liabilities
  
111,801,289
121,249,806

Creditors: amounts falling due after more than one year
 20 
(85,780,263)
(85,557,108)

Provisions for liabilities
  

Deferred taxation
 22 
(5,365,567)
(6,476,959)

Net assets
  
20,655,459
29,215,739


Capital and reserves
  

Called up share capital 
 23 
1
1

Share premium account
 24 
68,454,995
68,454,995

Share based payments reserve
 24 
3,057,944
2,757,861

Profit and loss account
 24 
(50,857,481)
(41,997,118)

  
20,655,459
29,215,739


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



M Dunstheimer
Director
Date: 13 August 2025

The notes on pages 21 to 46 form part of these financial statements.

Page 14

 
MAUI BIDCO LIMITED
REGISTERED NUMBER: 12127303

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 15 
119,069,490
119,069,490

  
119,069,490
119,069,490

Current assets
  

Debtors
 17 
2,819,390
5,280,536

Cash at bank and in hand
 18 
1
3

  
2,819,391
5,280,539

Creditors: amounts falling due within one year
 19 
(26,902,037)
(25,364,627)

Net current liabilities
  
 
 
(24,082,646)
 
 
(20,084,088)

Total assets less current liabilities
  
94,986,844
98,985,402

  

Creditors: amounts falling due after more than one year
 20 
(85,000,000)
(85,000,000)

  

Net assets
  
9,986,844
13,985,402

Page 15

 
MAUI BIDCO LIMITED
REGISTERED NUMBER: 12127303
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£


Capital and reserves
  

Called up share capital 
 23 
1
1

Share premium account
 24 
68,454,995
68,454,995

Profit and loss account brought forward
  
(54,469,594)
(50,226,122)

Loss for the year

 12 

(3,998,558)
(4,243,472)

Profit and loss account carried forward
  
(58,468,152)
(54,469,594)

  
9,986,844
13,985,402


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




M Dunstheimer
Director

Date: 13 August 2025

The notes on pages 21 to 46 form part of these financial statements.

Page 16

 
MAUI BIDCO LIMITED
 

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


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

£
£
£
£
£


At 1 January 2023
1
68,454,995
2,413,916
(28,481,624)
42,387,288


Comprehensive expense for the period

Loss for the year
-
-
-
(13,343,411)
(13,343,411)

Currency translation differences
-
-
-
(172,083)
(172,083)
Total comprehensive expense for the period
-
-
-
(13,515,494)
(13,515,494)

Share options in Rather Outdoors Corporation
-
-
343,945
-
343,945



At 31 December 2023
1
68,454,995
2,757,861
(41,997,118)
29,215,739


Comprehensive expense for the year

Loss for the year
-
-
-
(7,587,202)
(7,587,202)

Currency translation differences
-
-
-
(1,273,161)
(1,273,161)
Total comprehensive expense for the year
-
-
-
(8,860,363)
(8,860,363)

Share options in Rather Outdoors Corporation
-
-
300,083
-
300,083


At 31 December 2024
1
68,454,995
3,057,944
(50,857,481)
20,655,459


The notes on pages 21 to 46 form part of these financial statements.

Page 17

 
MAUI BIDCO LIMITED
 

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


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

£
£
£
£


At 1 January 2023
1
68,454,995
(50,226,122)
18,228,874


Comprehensive expense for the period

Loss for the year
-
-
(4,243,472)
(4,243,472)



At 31 December 2023
1
68,454,995
(54,469,594)
13,985,402


Comprehensive expense for the period

Loss for the year
-
-
(3,998,558)
(3,998,558)


At 31 December 2024
1
68,454,995
(58,468,152)
9,986,844


The notes on pages 21 to 46 form part of these financial statements.

Page 18

 
MAUI BIDCO LIMITED
 

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

2024
2023
£
£

Cash flows from operating activities

Loss for the financial year
(7,587,202)
(13,343,411)

Adjustments for:

Amortisation of intangible assets
14,782,357
14,716,858

Depreciation of tangible assets
3,210,924
3,065,177

Loss on disposal of tangible assets
(19,588)
(72,120)

Interest payable
4,586,622
5,666,195

Taxation charge
764,192
(1,549,288)

(Increase)/decrease in stocks
(4,582,449)
9,813,985

(Increase) in debtors
(15,200,297)
(16,957,814)

Increase in creditors
10,037,773
8,834,080

Corporation tax (paid)
(1,609,918)
(2,325,105)

Foreign exchange
(1,086,325)
(129,366)

Share based payments charge
300,083
343,945

Net cash generated from operating activities

3,596,172
8,063,136


Cash flows from investing activities

Purchase of intangible fixed assets
(629,524)
(592,544)

Purchase of tangible fixed assets
(2,407,591)
(2,601,933)

Sale of tangible fixed assets
42,453
207,625

Net cash from investing activities

(2,994,662)
(2,986,852)
Page 19

 
MAUI BIDCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


2024
2023

£
£



Cash flows from financing activities

Repayment of finance leases
(586,253)
(554,337)

Finance lease and hire purchase contract interest paid
(42,956)
(29,676)

Other interest paid
(4,543,666)
(5,636,519)

New finance leases
902,186
820,848

Net cash used in financing activities
(4,270,689)
(5,399,684)

Net (decrease) in cash and cash equivalents
(3,669,179)
(323,400)

Cash and cash equivalents at beginning of year
4,157,209
4,480,609

Cash and cash equivalents at the end of year
488,030
4,157,209


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
488,030
4,157,209

488,030
4,157,209


The notes on pages 21 to 46 form part of these financial statements.

Page 20

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Maui Bidco Limited is a private company, limited by shares, incorporated in England and Wales. The registered office is 1 Myrtle Road, Warley, Brentwood, Essex, CM14 5EG.
The principal activity of the Group is to produce innovative and unique fishing equipment and accessories which make a difference to the Group's customers. To achieve this, the Group's strategy is of continuous investment in research and development and tooling for new products.
The principal activity of the Company is that of a holding company.

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, including the provisions of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
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 judgment 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 financial statements are rounded to the nearest £, which is the functional currency of the group.
The following principal accounting policies have been applied consistently throughout the year.

  
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", as a result of being a qualifying entity:

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 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

These disclosures are made at group level in these consolidated financial statements.

Page 21

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

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. The results of each entity for the year to 31 December are brought into the consolidation, and intercompany transactions and balances between group companies are eliminated in full. 
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, 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 Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 22

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

At the date of approval of the financial statements the directors have considered the continued challenges posed by the uncertainties of the ongoing war in Ukraine and Red Sea disruption and the resultant impact on business conditions in Europe.
The business continues to be impacted by delays in the supply chain seen as a result of the disruption to shipping through the Red Sea and is working hard to maintain stock levels and availability.
Sporting goods are non-essential items and as such the business is susceptible to general macro-economic forces. As an outdoor pursuit, angling is also seasonal and severe weather can also impact sales. The Company's approach to mitigate these risks is to broaden its geographical market presence in order to reduce exposure to these factors on a regional basis.
The directors make an estimate of the future performance of both the Group and Company in order to prepare the financial statements on a going concern basis. When assessing future performance, the directors consider financial projections which reflect current and expected market conditions. Based on the consideration of financing facilities, and after modelling of severe but plausible scenarios on forecasted cash flows and considering the progress of the Group and Company, the directors have a reasonable expectation that the Group and Company will be able to execute their plans such that they will have adequate resources to continue in operational existence for the foreseeable future and for a period of at least 12 months from the date of approval of these financial statements.
As part of their assessment on going concern, the directors of Maui Bidco Limited have obtained confirmation in writing from the holders of the 6.125% unsecured loan notes that they will not seek contractual payments of interest in cash if the Maui Bidco group is unable to make these payments. Maui Bidco Limited is primarily reliant on the operating cashflows of Fox International Group Limited to make these payments, and as such that confirmation is required to enable the directors to conclude in respect of the going concern status of both entities. Additionally, the Group is also part of a cash pooling arrangement with the wider Rather Outdoors Group and the directors have sought assurances that cash remitted to Group can be returned should the need arise. 
In Q1 2025 the United States imposed new tariffs on goods entering the US market. There is limited impact to the Maui Bidco group, as they trade outside of the US. There is a level of impact to the Rather Outdoors US business. However, management has largely mitigated tariff risk through imposing price increases and reducing marketing spend, advertising cost and reducing travel costs in the US.

Page 23

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The parent Company's functional and presentational currency is GBP. The Group's results include a subsidiary whose functional currency is Euros, a subsidiary whose functional currency is PLN, a subsidiary whose functional currency is CNY and a subsidiary which has branches whose functional currencies are USD and Euros.
Subsidiaries with functional currencies that differ from the presentational currency of the Group, being GBP, are translated into the presentational currency using the relevant exchange rates.

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 and cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

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.

 
2.6

Turnover

The Group turnover mainly comprises the sale of fishing equipment to retailers. Turnover is recognised when the customer obtains control of the goods, which is generally at the time of delivery and the time when the performance obligation of the Group has been satisfied. Turnover is recognised exclusive of sales taxes and discounts allowed.

Page 24

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the profit and loss account 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.

 
2.8

Finance leases and hire purchase contracts

Assets obtained under hire purchase contracts and 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. Assets acquired by hire purchase are depreciated over 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.

 
2.9

Research and development

The Group continually incurs research costs on its core products and product development expenditure. Expenditure on internally developed assets is capitalised if it can be demonstrated that it is technically feasible to develop the product to provide future economic benefits, adequate resources are available to complete the development, there is an intention to complete the project and expenditure on the project can be measured reliably.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

 
2.10

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.

 
2.11

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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 25

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.12

Share-based payments

Rather Outdoors Corporation provides  share-based  payment  arrangements  to  certain  employees of the Group. Equity-settled arrangements are measured at fair value (excluding the effect of nonmarket based vesting conditions) at the date of the grant.
 
The fair value is expensed on a straight-line basis over the vesting period.  The amount recognised as an expense is adjusted to reflect the actual number of shares that will vest.
 
Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting.
 
Where a modification is not beneficial to the employee there is no change to the charge for share-based payment.  Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the Consolidated Statement of Comprehensive Income. 

 
2.13

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 reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.


Page 26

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
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 of 10 years.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Patents
-
10
years
Development expenditure
-
3
years
Goodwill
-
10
years
Trademarks
-
10
years

 
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.

Land is not depreciated. Depreciation on other assets 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 excluding land
-
50 years
Plant and machinery
-
3 - 5 years
Motor vehicles
-
3 - 5 years
Fixtures and fittings
-
3 - 10 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.

Page 27

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Impairment charges are recognised if events or changes in circumstances indicate that the carrying value may not be recoverable.

 
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 is based on the cost of purchase on a weighted average basis, including freight. Work in progress and finished goods include labour and attributable overheads.
At each reporting 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.

 
2.18

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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.

Page 28

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.19

Financial instruments


Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
Classification of financial assets
Financial assets that are 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 Consolidated Statement of Comprehensive Income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a 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.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position 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.

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 including trade, group and other payables (including accruals) and bank loans are initially measured at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. 
Financial liabilities are derecognised when, and only when, the group's contractual obligations are discharged, cancelled, or they expire.
Derivatives
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to fair value at each reporting end date The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument. In which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
 
Page 29

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.19
Financial instruments (continued)


A derivative with a positive fair value is recognised as a financial asset, whereas a derivative with a negative fair value is recognised as a financial liability.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Critical accounting estimates
Impairment of investments and intangible assets
Investments in subsidiaries are initially recognised at cost. Separately recognised intangible assets relating primarily to patents and trademarks were identified and valued at the date of acquisition of the subsidiary companies. Intangible assets, including goodwill, are amortised over their useful economic lives. Investments and intangible assets are assessed annually to consider whether revenues generated by the asset are expected to continue or decline in order to determine whether any impairment to the asset is required. The assessment is based on historic performance and expectations of future performance and therefore requires estimates and assumptions to be applied by management each year.
Valuation of share-based payments
The wider group operates a management incentive plan through which ordinary shares in Rather Outdoors Corporation are issued to key management personnel. The directors are required to measure the fair value of the shares at the date of issue using an appropriate methodology.  The directors use a Black Scholes pricing model and apply their judgement to the various inputs into the model including an estimate of the exit date of the plan, the risk free rate and asset volatility.
Other areas of estimation uncertainty
Carrying value of debtors
Management apply judgement in providing an appropriate amount for discounts and providing for bad debts. In estimating the discounts, management consider the contractual level of discount available and the payment history of the customer. In deciding an appropriate level of provision for bad debts, management review the sales ledger for amounts which are overdue and consider payment history on a customer by customer basis and the financial position of the customer if required.
Stock provision
Stock is carried at the lower of cost and net realisable value. In determining if there is a requirement for a provision to reduce to net realisable value and deciding on an appropriate level of provision, management consider recent and the post year end sales history of the item of stock.
Useful economic life of tangible fixed assets
Tangible assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual lives are reassessed annually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of asset and the projected disposal values.

Page 30

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

The whole of the turnover is attributable to the principal activity of the Group.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
20,224,404
19,072,524

Rest of Europe
84,925,368
75,278,402

Rest of the world
1,514,873
1,152,681

106,664,645
95,503,607



5.


Other operating income

2024
2023
£
£

Management charges to related companies
2,116,899
1,320,424



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Research & development charged as an expense
282,019
198,622

Foreign exchange (gains)/losses
(1,369,043)
618,133

Operating lease rentals
1,055,528
1,080,802

Depreciation - on owned assets
2,615,028
2,506,345

Depreciation - on assets under finance leases / hire purchase
595,896
558,832

Amortisation
14,782,357
14,716,858

(Profit)/Loss on disposal of tangible fixed assets
(19,588)
(72,120)

(Gain)/Loss on fair value of derivatives
(1,481,493)
714,752

Page 31

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Auditors' remuneration

2024
2023
£
£

Fees payable to the Company's auditors and its associates for the audit of the parent company and the Group's consolidated financial statements
36,350
33,000

Fees payable to the Company's auditors and their associates in respect of:

Audit of the Company's subsidiaries
164,095
124,000

Payroll services
8,582
-


8.


Employees

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


Group
Group
2024
2023
£
£


Wages and salaries
12,249,476
11,449,584

Social security costs
2,290,449
1,963,618

Cost of share based payments (see note 30)
300,083
343,945

Cost of defined contribution scheme
112,877
102,900

14,952,885
13,860,047


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


2024
2023
No.
No.



Sales
60
55

Administration
100
95

Factory
88
100

248
250

The Company had no employees during the period.
Remuneration paid to key management personnel during the period totalled £682,904 (2023 - £717,325). This consisted of £656,599 (2023 - £693,165) in relation to salaries, employer's social security costs and other short term benefits and £26,304 (2023 - £24,160) in relation to payments to the defined contribution pension scheme.
In addition, Rather Outdoors Corporation issued shares to key management personnel as part of a management incentive plan. See note 30 for further details.

Page 32

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

9.


Directors' remuneration




The directors did not receive any remuneration through the Group for their roles in the year or prior period. The directors are remunerated by a parent entity and their services to the Group and Company are inconsequential to their role. 


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
64,757
192,410

Loans from group undertakings
4,478,680
5,444,109

Finance leases and hire purchase contracts
42,956
29,676

Other interest payable
229
-

4,586,622
5,666,195

Page 33

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Tax on loss


2024
2023
£
£

Corporation tax


Current tax on loss for the year
1,609,134
744,627

Adjustments in respect of previous periods
197,961
(150,770)


1,807,095
593,857


Double taxation relief
(722,482)
(744,628)


1,084,613
(150,771)

Foreign tax


Foreign tax on income for the year
1,783,229
860,742

Foreign tax in respect of prior periods
(407,181)
323,366

1,376,048
1,184,108

Total current tax
2,460,661
1,033,337

Deferred tax


Origination and reversal of timing differences
(1,691,173)
(2,616,667)

Adjustments in respect of prior periods
(5,296)
34,042

Total deferred tax
(1,696,469)
(2,582,625)


Taxation on profit/(loss) on ordinary activities
764,192
(1,549,288)
Page 34

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
11.Tax on loss (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(6,823,010)
(14,892,699)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
(1,705,753)
(3,502,763)

Effects of:


Expenses not deductible for tax purposes
2,579,350
2,288,675

Income not taxable
(26,241)
(26,241)

Changes in tax rates
(15,592)
(154,890)

Differences relating to overseas entities
(12,500)
41,540

Adjustments to tax charge in respect of prior periods
(214,516)
206,638

Other differences leading to an increase (decrease) in the tax charge
159,444
(402,247)

Total tax charge for the year
764,192
(1,549,288)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


12.


Parent company loss for the period

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £3,998,558 (2023 - £4,243,472).

Page 35

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Intangible assets

Group





Patents
Development expenditure
Trademarks
Goodwill
Total

£
£
£
£
£



Cost


At 1 January 2024
4,300,000
2,732,751
40,700,000
97,495,360
145,228,111


Additions
-
629,524
-
-
629,524



At 31 December 2024

4,300,000
3,362,275
40,700,000
97,495,360
145,857,635



Amortisation


At 1 January 2024
1,827,500
1,902,638
17,297,500
41,316,702
62,344,340


Charge for the year
430,000
532,118
4,070,000
9,750,239
14,782,357



At 31 December 2024

2,257,500
2,434,756
21,367,500
51,066,941
77,126,697



Net book value



At 31 December 2024
2,042,500
927,519
19,332,500
46,428,419
68,730,938



At 31 December 2023
2,472,500
830,113
23,402,500
56,178,658
82,883,771



The Company held no intangible assets as at 31 December 2024 or 31 December 2023.

Page 36

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost or valuation


At 1 January 2024
861,334
3,045,999
1,405,622
10,000,970
15,313,925


Additions
23,590
374,338
1,155,413
854,250
2,407,591


Disposals
-
(22,181)
(475,053)
-
(497,234)


Exchange adjustments
(27,644)
(20,075)
(76,003)
(543,106)
(666,828)



At 31 December 2024

857,280
3,378,081
2,009,979
10,312,114
16,557,454



Depreciation


At 1 January 2024
279,373
2,020,591
390,807
5,419,557
8,110,328


Charge for the year
20,040
536,599
820,878
1,833,407
3,210,924


Disposals
-
(22,181)
(452,188)
-
(474,369)


Exchange adjustments
(9,071)
(14,328)
(48,337)
(408,256)
(479,992)



At 31 December 2024

290,342
2,520,681
711,160
6,844,708
10,366,891



Net book value



At 31 December 2024
566,938
857,400
1,298,819
3,467,406
6,190,563



At 31 December 2023
581,961
1,025,408
1,014,815
4,581,413
7,203,597

The Company did not hold any tangible fixed assets as at 31 December 2024 or 31 December 2023.

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2024
2023
£
£



Motor vehicles
1,357,659
632,037

Fixtures and fittings
106,574
142,781

1,464,233
774,818

Page 37

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
185,334,912



At 31 December 2024

185,334,912



Impairment


At 1 January 2024
66,265,422



At 31 December 2024

66,265,422



Net book value



At 31 December 2024
119,069,490



At 31 December 2023
119,069,490

Page 38

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Fox International Group Limited
See below
Production of fishing products
Ordinary
100%
Fox International Limited
See below
Dormant
Ordinary
100%
Fox Design International Limited
See below
Dormant
Ordinary
100%
Salmo Sp. Zoo.
See below
Manufacturer of fishing lures
Ordinary
100%
Spomb Limited
See below
Manufacturer of fishing goods
Ordinary
100%
Spomb International Limited
See below
Dormant
Ordinary
100%
Spomb Fishing Limited
See below
Holds intellectual property
Ordinary
100%
MN Fox Investment Ltd (Guernsey)
See below
Holding company
Ordinary
100%
Kunshan Oceanview Leisure Sports Products LLC
See below
Buying office
Ordinary
100%
Preston Innovations Europe BV
See below
Production of fishing products
Ordinary
100%

Maui Bidco Limited directly holds the entire issued share capital of MN Fox Investment Ltd (Guernsey) and Fox International Group Limited. All other subsidiary companies are held indirectly.
The registered office of Salmo Sp. Zoo. is Drzewna 1, 11-036 Gietrzwald, Poland.
The registered office of MN Fox Investment Ltd (Guernsey) is Ground Floor, Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 1WD.
The registered office of Preston Innovations Europe BV is Dennenlaan 3A, 2340 Beerse, Belgium.
The registered office of Kunshan Oceanview Leisure Sports Products LLC is No 4 Building, 88 Baifu Road, Kunshan Development Zone, Jiangsu Province, China.
The registered office of all other subsidiaries is 1 Myrtle Road, Warley, Brentwood, Essex, CM14 5EG.
With the exception of Fox International Group Limited, all UK subsidiaries are exempt from producing audited financial statements under S479A of the Companies Act 2006. Maui Bidco Limited has given a guarantee under S479C of the Companies Act 2006 in respect of these subsidiaries for the period ended 31 December 2024.
MN Fox Investment Ltd (Guernsey) is exempt from producing audited financial statements under S256 of Companies (Guernsey) Law 2008.
All entities are included within the consolidated financial statements.

Page 39

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Stocks

Group
Group
2024
2023
£
£

Goods in transit
11,097,870
4,018,914

Finished goods for resale
23,952,004
26,448,511

35,049,874
30,467,425


The difference between purchase price or production cost of stocks and their replacement cost is not material.

The carrying value of stocks are stated net of impairment losses totalling £1,457,131 (2023 - £1,159,468). Impairment losses totalling £485,766 (2023 - £574,036) were charged to the profit and loss in the period.
The Company did not hold any stocks as at 31 December 2024 or 31 December 2023.


17.


Debtors

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

Trade debtors
8,314,557
7,799,290
-
-

Amounts owed by group undertakings
35,363,275
20,250,379
-
2,935,750

Other debtors
2,717,086
3,266,768
50,855
-

Prepayments and accrued income
252,600
130,784
-
-

Tax recoverable
102,647
152,339
-
-

Deferred taxation
3,823,817
3,260,558
2,768,535
2,344,786

50,573,982
34,860,118
2,819,390
5,280,536


Trade debtors are stated net of provisions for bad debts of £373,619 (2023 - £456,520). Bad debt losses, after taking into account recovered but previously provided debts, totalled £198,924 (2023 - £215,527) and were recognised in profit and loss. 


18.


Cash at bank and in hand

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

Cash at bank and in hand
488,030
4,157,209
1
3


Page 40

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


Creditors: Amounts falling due within one year

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

Trade creditors
12,638,913
8,756,740
-
-

Amounts owed to group undertakings
29,094,178
22,799,613
26,902,037
25,364,627

Corporation tax
3,274,990
2,495,757
-
-

Other taxation and social security
1,665,507
1,631,126
-
-

Obligations under finance lease and hire purchase contracts
576,850
484,072
-
-

Other creditors
244,002
941,494
-
-

Accruals and deferred income
1,737,658
1,213,512
-
-

49,232,098
38,322,314
26,902,037
25,364,627


Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.


20.


Creditors: Amounts falling due after more than one year

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

Net obligations under finance leases and hire purchase contracts
780,263
557,108
-
-

Amounts owed to group undertakings
85,000,000
85,000,000
85,000,000
85,000,000

85,780,263
85,557,108
85,000,000
85,000,000


On 23 September 2019, the Company issued £85,000,000 of 6.125% fixed rate, subordinated, unsecured loan notes to its parent company, Maui Topco, which are due to be redeemed on 23 September 2029. Interest of £5,206,250 (2023 - £5,517,179) was accrued in the year on these loan notes and was settled via an intercompany transfer. On 8 May 2020, these loan notes were admitted to the Cayman Islands Stock Exchange. It has been agreed with the parent company that previous payments of capital are now shown as overpayments within the accounts as a debtor. These overpayments shown in debtors amount to £50,854 (2023 - £2,935,750). 

Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.

Page 41

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
Group
2024
2023
£
£

Within one year
576,850
484,072

Between 1-5 years
780,263
557,108

1,357,113
1,041,180

The Company did not hold any hire purchase or finance lease assets at 31 December 2024 or 31 December 2023.


22.


Deferred taxation


Group



2024


£






At beginning of year
(3,216,401)


Charged to profit or loss
1,674,651



At end of year
(1,541,750)

Company


2024


£






At beginning of year
2,344,786


Charged to profit or loss
423,749



At end of year
2,768,535

Page 42

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
22.Deferred taxation (continued)

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

Decelerated capital allowances
1,168,340
830,210
-
-

Short term differences
(129,022)
128,978
-
51,625

Interest deductions
2,768,535
2,293,161
2,768,535
2,293,161

Effect of recognition of intangible assets
(5,349,603)
(6,468,750)
-
-

(1,541,750)
(3,216,401)
2,768,535
2,344,786


Comprising:

Asset
3,823,817
3,260,558
2,768,535
2,344,786

Liability
(5,365,567)
(6,476,959)
-
-

(1,541,750)
(3,216,401)
2,768,535
2,344,786

The amount of net reversal of deferred tax expected to occur next year relating to existing timing differences is £1,125,000 (2023: £1,125,000).


23.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £0.01 each
1
1



24.


Reserves

Share premium account

Share premium reflects proceeds generated on issue of shares in excess of their nominal value and is a non-distributable reserve.

Other reserves

The share based payments reserve comprises all current and accumulated profits and loss associated with the Group's share based payments.

Profit and loss account

The profit and loss account represents the cumulative profits and losses, net of dividends paid and other adjustments.

Page 43

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Consolidated analysis of net debt 2024

At 31 December 2023
Cash flows
New finance leases
Other non-cash movements
At 31 December 2024
        £
        £
        £
        £
        £
Cash at bank and in hand

4,157,209

(3,669,179)

-
 
-
 
488,030

Finance leases

(1,041,180)

629,209

(902,186)
 
(42,956)
 
(1,357,113)

Intercompany loan notes

(82,064,250)

2,321,354

-
 
(5,206,250)
 
(84,949,146)


(78,948,221)

(718,616)

(902,186)
 
(5,249,206)
 
(85,818,229)


Other non-cash changes are comprised of interest accrued on the intercompany loan notes of £5,206,250 and interest accrued on finance leases of £42,956.


26.


Consolidated analysis of net debt 2023

At 31 December 2022
Cash flows
New finance leases
Other non-cash movements
At 31 December 2023
        £
        £
        £
        £
        £

Cash at bank and in hand

4,480,609

(323,400)

-
 
-
 
4,157,209

Finance leases

(774,669)

584,013

(820,848)
 
(29,676)
 
(1,041,180)

Intercompany loan notes

(90,680,792)

8,616,542

-
 
-
 
(82,064,250)


(86,974,852)

8,877,155

(820,848)
 
(29,676)
 
(78,948,221)


Other non-cash changes are comprised of interest accrued on finance leases of £29,676.


27.


Pension commitments

The Group operates a 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 £112,877 (2023 - £102,900). Contributions totalling £18,237 (2023 - £17,494) were payable to the fund at the reporting date and are included in creditors.

Page 44

 
MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

28.


Commitments under operating leases

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


Group
Group
2024
2023
£
£


Not later than 1 year
1,055,528
1,080,802

Later than 1 year and not later than 5 years
2,173,487
3,269,625

3,229,015
4,350,427


The Company had no commitments under non-cancellable operating leases at the reporting date.


29.Other financial commitments

The Group entered into foreign exchange contracts to buy specific amounts of foreign currency in the future at a predetermined exchange rate. Forward exchange contracts are entered into anticipating foreign currency payments for supplier orders. The Group does not use derivative financial instruments for speculative purposes.
As at the period end the net US Dollars to be purchased was $28m (2023 - $40m). The US Dollars to purchase against Euros under these exchange contracts was $22m (2023 - $35m) and against Pounds under these exchange contracts was $6m (2023 - $5m).
The directors have obtained a period end valuation of the foreign exchange contracts which states a fair value of £766,741 in other debtors (2023 - £714,752 in other creditors).
Rather Outdoors Corporation senior debt facility with UBS AG amounted to $351,748,898 at 31 December 2024 (2023 - $355,403,402). The charge is in place over the assets of the Company in this respect.

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MAUI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

30.


Share based payments

During 2024 Rather Outdoors Corporation did not buy back any C1 shares or C2 shares. 940 C1 shares and 940 C2 shares were bought back in 2023 from employees who left the business. Rather Outdoors Corporation did not issue new shares to key management personnel during the year. 529 Ordinary C1 shares at a price of $167.93 per share and 529 Ordinary C2 shares at a price of $84.23 per share were issued in 2023.
C1 shares vest over a five year period contingent on the individuals continued employment within the wider group. The C2 shares vest over three, six and nine year review periods and are contingent on performance benchmarks hurdles being met.
The issued shares are required to be measured at their fair value at their respective issue date. The Black Scholes pricing model was used to determine the fair value of the shares by modelling various uncertain future outcomes and eventualities associated with the shares, based on market inputs as at the respective issue date.
The expected future fair value of vesting of shares issued and allocated to employees at the balance sheet date is £499,267 (2023 - £792,054). The fair value is accounted for on a straight line basis over the vesting period. The total amount charged to the Statement of Comprehensive Income in the period to 31 December 2024 was £300,083 (2023 - £343,945).


31.


Related party transactions

The Company has taken advantage of the exemption under FRS102 not to disclose transactions with other wholly owned members of the Group.
During the year, the Group provided a member of key management personnel with samples worth £6,966 free of charge (2023: £6,240), for a combination of business and private use.


32.


Controlling party

The immediate parent company as at 31 December 2024 is Maui Topco, a company incorporated and registered in the Cayman Islands. The ultimate parent company is Rather Outdoors Corporation with the controlling party being BDT  Capital Partners. 
The registered office of Rather Outdoors Corporation is 209 Stoneridge Dr, Columbia, SC 29210, United States of America.
The smallest group in which the results of the company are consolidated at 31 December 2024 were Maui Bidco. The largest group in which the results of the company are consolidated at 31 December 2024 were Rather Outdoors Corporation. These are not publicly available. 

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