REGISTERED NUMBER: 10648899 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

RBW Sports & Classics Limited

Page

Company Information

1

Chartered Accountants' Report

2

Balance Sheet

3

Notes to the Financial Statements

5

DIRECTORS:

P Swain

H Cooper

R J Morris

REGISTERED OFFICE:

68 Britannia Way

Britannia Enterprise Park

Lichfield

Staffordshire

WS14 9UY

REGISTERED NUMBER:

10648899 (England and Wales)

ACCOUNTANTS:

Wilkes Tranter & Co Limited

Brook House

Moss Grove

Kingswinford

West Midlands

DY6 9HS

The following reproduces the text of the report prepared for the directors in respect of the company's annual unaudited financial statements. In accordance with the Companies Act 2006, the company is only required to file a Balance Sheet. Readers are cautioned that the Income Statement and certain other primary statements and the Directors' Report are not required to be filed with the Registrar of Companies.

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of RBW Sports & Classics Limited for the year ended 31 December 2024 which comprise the Profit and Loss account, Balance Sheet, Statement of Changes in Equity and the related notes from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed within the ICAEW's regulations and guidance at http://www.icaew.com/en/membership/regulations-standards-and-guidance.

This report is made solely to the Board of Directors of RBW Sports & Classics Limited, as a body, in accordance with our terms of engagement. Our work has been undertaken solely to prepare for your approval the financial statements of RBW Sports & Classics Limited and state those matters that we have agreed to state to the Board of Directors of RBW Sports & Classics Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than RBW Sports & Classics Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that RBW Sports & Classics Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and loss of RBW Sports & Classics Limited. You consider that RBW Sports & Classics Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the financial statements of RBW Sports & Classics Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Wilkes Tranter & Co Limited

Brook House

Moss Grove

Kingswinford

West Midlands

DY6 9HS

22 September 2025

FIXED ASSETS

Intangible assets

4

1,265,435

280,770

Tangible assets

5

694,770

491,850

1,960,205

772,620

CURRENT ASSETS

Stocks

1,439,874

1,508,342

Debtors

6

1,432,277

313,601

Cash at bank and in hand

101,074

1,112,357

2,973,225

2,934,300

CREDITORS

Amounts falling due within one year

7

(3,342,838

)

(877,886

)

NET CURRENT (LIABILITIES)/ASSETS

(369,613

)

2,056,414

TOTAL ASSETS LESS CURRENT LIABILITIES

1,590,592

2,829,034

CREDITORS

Amounts falling due after more than one year

8

(130,595

)

(11,901

)

NET ASSETS

1,459,997

2,817,133

CAPITAL AND RESERVES

Called up share capital

393

393

Share premium

11,644,373

8,689,167

Capital redemption reserve

1,693

1,693

Retained earnings

(10,186,462

)

(5,874,120

)

1,459,997

2,817,133

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss account has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2025 and were signed on its behalf by:

P Swain - Director

1.	STATUTORY INFORMATION

RBW Sports & Classics Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs are being amortised evenly over their estimated useful life of ten years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

Straight line over 4 years

Motor vehicles

-

Straight line over 4 years

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 34 (2023 - 15 ) .

4.	INTANGIBLE FIXED ASSETS

Development

costs

£

COST

At 1 January 2024

368,783

Additions

1,021,543

At 31 December 2024

1,390,326

AMORTISATION

At 1 January 2024

88,013

Amortisation for year

36,878

At 31 December 2024

124,891

NET BOOK VALUE

At 31 December 2024

1,265,435

At 31 December 2023

280,770

5.	TANGIBLE FIXED ASSETS

Plant and

Motor

machinery

vehicles

Totals

£

£

£

COST

At 1 January 2024

409,602

286,617

696,219

Additions

192,303

225,975

418,278

Disposals

-

(32,117

)

(32,117

)

At 31 December 2024

601,905

480,475

1,082,380

DEPRECIATION

At 1 January 2024

106,634

97,735

204,369

Charge for year

121,031

94,327

215,358

Eliminated on disposal

-

(32,117

)

(32,117

)

At 31 December 2024

227,665

159,945

387,610

NET BOOK VALUE

At 31 December 2024

374,240

320,530

694,770

At 31 December 2023

302,968

188,882

491,850

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as

restated

£

£

Trade debtors

390

-

Other debtors

1,431,887

313,601

1,432,277

313,601

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2024

2023

as

restated

£

£

Trade creditors

1,344,485

307,892

Taxation and social security

292,655

91,677

Other creditors

1,705,698

478,317

3,342,838

877,886

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2024

2023

as

restated

£

£

Amounts owed to group undertakings

130,595

11,901

9.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

During the year, the company provided a loan to the director P Swain, the loan was unsecured and repayable on demand. The maximum amount outstanding during the year was £20,185. At 31 December 2024 the balance due from P Swain amounted to £20,185 (2023 - £19,866).

10.	RELATED PARTY DISCLOSURES

During the year, the company received an interest free loan from RBW Sports and Classics Inc. The amount outstanding at 31 December 2024 and included within amounts owed to group undertakings was £130,595 (2023 - £11,901).

11.	POST BALANCE SHEET EVENTS

Legal Claim

Nature of the Claim:

On 2 May 2024, RBW Sports & Classics Limited filed a legal claim against Continental Engineering Services Limited (formerly Zytek Automotive Limited). The claim relates to an alleged breach of contract and the failure to deliver services as agreed under a prior commercial agreement. RBW is seeking substantial monetary damages (in the multiple millions), along with specific performance and enforcement of contractual obligations.

Legal Opinion:

The legal proceedings are ongoing. The company has obtained legal advice indicating that it has a strong basis for the claim, and subsequent developments during the year have further strengthened RBW's legal position. While the outcome cannot be determined with certainty at this stage, the Directors consider the likelihood of a favourable result to be high.

As the timing and value of any potential recovery remain uncertain, no asset has been recognised in these financial statements. The company will continue to monitor the situation closely, and further disclosure or recognition will be made in future financial statements as appropriate, in line with applicable accounting standards.

12.	ULTIMATE CONTROLLING PARTY

The company's immediate parent undertaking is RBW Sports and Classics Inc. a company registered in the USA.

The directors consider Messon Capital Constructive IV LP a company registered in the USA who own 60% of the share capital of RBW Sports and Classics Inc. to be the ultimate parent company and ultimate controlling party.