Registration number:
for the Year Ended 31 December 2024
Redler Limited
Contents
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Company Information |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Profit and Loss Account |
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Balance Sheet |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Redler Limited
Company Information
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Directors |
Simon Nicholls Dirk Axel Scholz |
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Registered office |
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Auditors |
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Redler 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.
Incorporation
The company was incorporated on
Directors of the company
The directors, who held office during the year, were as follows:
Principal activity
The principal activity of the company is to supply bulk material handling equipment and systems to customers in the food and beverage production, chemicals and utilities sectors. The company also provides maintenance and technical support to these customers. Activities are focused in the UK and Ireland with some work in selected export markets.
Business review
Fair review of the business
During the year the company has generated a loss before tax of £1,384,785 (2023 - £39,625). Trading was disrupted during the year as customers and suppliers were introduced to the new legal entity and this had the effect of reducing order intake below the anticipated level.
During the same year, significant restructuring of the company was undertaken including implementation of a new ERP (MS Dynamics) to replace SAP and the acquisition of a new factory to function as a logistics base and assembly centre for key spares. The full benefits of the factory and more general restructuring will not feed through in terms of improved order intake until 2025. In the latter part of the year we were able to improve delivery reliability which had been poor during the year when spares were supplied from another Qlar location.
In addition to these developments, several staff changes were made through the year as some long standing team members retired or moved on. Some service engineering staff that had been shared between the company and our immediate parent transferred fully to the parent and were no longer available to us. Both these changes had a negative impact on business in the short term but reflected the need to adjust our operating processes as we began to trade independently. In the long term we believe the changes made will result in improved performance.
Future developments
2024 marks the first full year of trading. As noted above, during the year a new factory lease was acquired for ten years, with a five-year break clause, to allow the UK manufacture of mechanical handling equipment in association with the Redler trademark acquired from a fellow group company in 2023.
New internal processes have implemented to support customers in a timely manner from enquiry response through to delivery. We are focused on the UK market where we have a large machine installed base that will allow us to generate year on year increasing aftermarket work and to use our strong brand name as we formally re-enter the new machine business (from which we were absent for several years prior to 2023). Additionally, significant aftermarket and new equipment opportunities are open to us with selected long-term customers outside the UK.
By concentrating on easily accessible markets where the name Redler is known and respected, our intent is to limit our exposure to current global economic uncertainty. Our primary customer sectors are in food and beverage production and waste handling (such as Energy from Waste plants) which have previously proven to be resilient markets, particularly in terms of aftermarket sales.
Redler Limited
Directors' Report for the Year Ended 31 December 2024
Going concern
As at 31 December 2024, the company had net current liabilities of £1,054,630 (2023 - £nil) and net liabilities of £1,424,408 (2023 - £39,623), and a loss for the year of £1,384,785 (2023 - £39,625). The financial statements have been prepared on a going concern basis, which the directors believe to be appropriate having received a letter of support from its immediate parent company, Qlar Pneumatic Conveying UK Limited, indicating it will provide the financial and other support necessary for the company to meet its liabilities as and when they become due for a period of 12 months from the date of signing of these financial statements.
Disclosure of information to the auditors
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors Hazlewoods LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Small companies provision statement
This report has been prepared in accordance with the provisions applicable to companies entitled to small companies exemptions. The company has taken the small companies exemption to not prepare a strategic report.
Approved by the
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Redler Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework' ('FRS 101'). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether FRS 101 has been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Redler Limited
Independent Auditor's Report to the Members of Redler Limited
Opinion
We have audited the financial statements of Redler Limited (the 'company') for the year ended 31 December 2024, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including FRS 101 'Reduced Disclosure Framework', in accordance with the provisions applicable to companies entitled to small companies exemptions.
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor responsibilities for the audit of the financial statements section of our report. We are independent of the 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 the provisions available for small entities, 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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the Directors' Report has been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
Redler Limited
Independent Auditor's Report to the Members of Redler Limited
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
• | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the 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; or |
• | the directors were not entitled to prepare the financial statements in accordance with the provisions applicable to companies entitled to small companies exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report. |
Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
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reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; |
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performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; and |
Redler Limited
Independent Auditor's Report to the Members of Redler Limited
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enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
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For and on behalf of
Staverton
Cheltenham
Gloucestershire
GL51 0UX
Redler Limited
Profit and Loss Account for the Year Ended 31 December 2024
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Note |
1 January 2024 to 31 December |
18 April 2023 to 31 December |
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Turnover |
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- |
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Cost of sales |
( |
- |
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Gross profit |
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- |
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Administrative expenses |
( |
( |
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Operating loss |
( |
( |
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Interest receivable and similar income |
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- |
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Interest payable and similar expenses |
( |
( |
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Loss before tax |
( |
( |
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Loss for the year |
( |
( |
The above results were derived from continuing operations.
The company has no other comprehensive income for the year.
Redler Limited
(Registration number: 14810921)
Balance Sheet as at 31 December 2024
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Note |
2024 |
2023 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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- |
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Right-of-use assets |
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- |
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Current assets |
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Stocks |
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- |
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Trade and other debtors |
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- |
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Cash at bank and in hand |
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- |
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- |
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Creditors: Amounts falling due within one year |
( |
- |
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Net current liabilities |
( |
- |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net liabilities |
( |
( |
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Capital and reserves |
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Called up share capital |
2 |
2 |
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Profit and loss account |
(1,424,410) |
(39,625) |
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Total equity |
(1,424,408) |
(39,623) |
These accounts have been prepared in accordance with the provisions applicable to companies entitled to small companies exemptions.
Approved by the
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Redler Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
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Share capital |
Profit and loss account |
Total |
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At 1 January 2024 |
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( |
( |
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Loss for the year |
- |
( |
( |
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At 31 December 2024 |
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( |
( |
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Share capital |
Profit and loss account |
Total |
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Loss for the year |
- |
( |
( |
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New share capital subscribed |
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- |
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At 31 December 2023 |
2 |
(39,625) |
(39,623) |
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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General information |
The company is a private company limited by share capital, incorporated and domiciled in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These financial statements have been prepared under the historical cost convention and in accordance with the Companies Act 2006, as applicable to companies using Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101).
In preparing these financial statements, the company applies the recognition, measurement and disclosure requirements of International Reporting Standards, but makes amendments, where necessary in order to comply with Companies Act 2006 and has set out below where disclosure exemptions have been taken.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
In these financial statements, the company has taken advantage of the exemptions available under FRS 101 in respect of the following disclosures:
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IFRS 7 - ‘Financial instruments: Disclosures’. |
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Paragraphs 91 to 99 of IFRS 13 - ‘Fair value measurement’ (disclosure of valuation techniques and inputs used for fair value measurement of assets and liabilities). |
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The requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 - ‘Revenue from Contracts with Customers’ (disaggregation of revenue, significant changes in contract assets and liabilities, details on transaction price allocation, timing of the satisfaction of performance obligations and significant judgements made in the application of IFRS 15). |
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Paragraph 38 of IAS 1 - ‘Presentation of financial statements’ (comparative information requirements in respect of): - paragraph 79(a)(iv) of IAS 1
- paragraph 73(e) of IAS 16, ‘Property, plant and equipment’
- paragraph 118(e) of IAS 38, ‘Intangible assets’
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IAS 7 - ‘Statement of cash flows’. |
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Paragraphs 30 and 31 of IAS 8 - ‘Accounting policies, changes in accounting estimates and errors’ (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet effective). |
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
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Paragraph 17 of IAS 24 - ‘Related party disclosures’ (key management compensation). |
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The requirements in IAS 24, ‘Related party disclosures’ (to disclose related party transactions entered into between two or more members of a group). |
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The requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36, 'Impairment of Assets' |
The parent company which prepares consolidated financial statements, that includes the results of the company, is Qlar Group GmbH. The company has taken advantage of FRS 101 para 8(k) making it exempt from the requirement to disclose related party transactions entered into between two or more members of a group provided that any subsidiary which is a party to a transaction is wholly owned by a member.
More information concerning Qlar Group GmbH is provided in note 24 to the financial statements.
Going concern
As at 31 December 2024, the company had net current liabilities of £1,054,630 (2023 - £nil) and net liabilities of £1,424,408 (2023 - £39,623), and a loss for the year of £1,384,785 (2023 - £39,625). The financial statements have been prepared on a going concern basis, which the directors believe to be appropriate having received a letter of support from its immediate parent company, Qlar Pneumatic Conveying UK Limited, indicating it will provide the financial and other support necessary for the company to meet its liabilities as and when they become due for a period of 12 months from the date of signing of these financial statements.
New standards, amendments and IFRIC interpretations
There are no amendments to accounting standards, no new accounting standards or IFRIC interpretations effective for the first time from 1 January 2024 have had a material effect on the financial statements.
Turnover
The principles in IFRS 15 are applied to revenue recognition criteria using the following 5 step model:
1. Identify the contracts with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when or as the entity satisfies its performance obligations
Turnover is stated net of VAT and trade discounts.
Turnover on contracts is recognised over time using an input basis of revenue recognition by reference to the value of work done. An estimate of the profit attributable to work completed is recognised once the outcome of the contract can be assessed with reasonable certainty. The amount by which the turnover exceeds payments on account is shown in debtors as amounts recoverable on contracts. The costs on contracts not yet taken to the profit and loss account less related foreseeable losses and payments on account are shown in stocks as contract balances.
Turnover from the sale of spares and service work work not carried out under a service contract is recognised at a point in time on completion of the contract.
Contract assets
Where goods or services are transferred to the customer before the customer pays consideration, or before payment is due, Contract assets are recognised. Contract assets are included in the balance sheet and represent the right to consideration for products delivered.
Contract liabilities
Contract liabilities and customer deposits are recognised in the balance sheet when the company has received consideration but still has an obligation to deliver products and meet performance obligations for that consideration.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Net basis of measurement of contract balances
Contract asset and contract liability positions are determined for each contract on a net basis. This is because the rights and obligations within each contract are considered inter-dependent. Where two contracts are with the same or related entities, an assessment is made of whether contract assets and liabilities are inter-dependent and if so, contract balances are reported net.
Foreign currency transactions and balances
Tax
Corporation tax payable is provided on taxable profits at the prevailing rate.
Current tax assets and liabilities are measured at the amount expected to be recovered from, or paid to, the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date.
Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been substantively enacted by the balance sheet date.
Tangible assets
Tangible assets is stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
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Asset class |
Depreciation method and rate |
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Plant, equipment and vehicles |
20% straight line |
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Right-of-use assets |
Over the shorter of the lease period and useful life |
Intangible assets
Separately acquired trademarks are shown at historical cost.
Trademarks acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks are considered to have a infinite useful life and are reviewed for impairment each financial period.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
Trade debtors
Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business. If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as fixed assets.
Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the trade debtors.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Stock
Stocks are stated at the lower of cost and net realisable value. Cost is determined using the average cost method.
The cost of work in progress comprises direct materials and, where applicable, direct labour costs that have been incurred in bringing the stocks to their present location and condition. 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.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.
Leases
Definition
A lease is a contract, or a part of a contract, that conveys the right to use an asset or a physically distinct part of an asset (“the underlying asset”) for a period of time in exchange for consideration. Further, the contract must convey the right to the company to control the asset or a physically distinct portion thereof. A contract is deemed to convey the right to control the underlying asset if, throughout the period of use, the company has the right to:
· obtain substantially all the economic benefits from the use of the underlying asset, and;
· direct the use of the underlying asset (e.g. direct how and for what purpose the asset is used)
Initial recognition and measurement
The company initially recognises a lease liability for the obligation to make lease payments and a right-of-use asset for the right to use the underlying asset for the lease term.
The lease liability is measured at the present value of the lease payments to be made over the lease term. The lease payments include fixed payments, purchase options at exercise price (where payment is reasonably certain), expected amount of residual value guarantees, termination option penalties (where payment is considered reasonably certain) and variable lease payments that depend on an index or rate.
The right-of-use asset is initially measured at the amount of the lease liability, adjusted for lease prepayments, lease incentives received, the company’s initial direct costs (e.g., commissions) and an estimate of restoration, removal and dismantling costs.
Subsequent measurement
After the commencement date, the company measures the lease liability by:
(a) Increasing the carrying amount to reflect interest on the lease liability;
(b) Reducing the carrying amount to reflect the lease payments made; and
(c) Re-measuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in substance fixed lease payments or on the occurrence of other specific events.
Interest on the lease liability in each period during the lease term is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Interest charges are included in finance costs in the profit and loss account, unless the costs are included in the carrying amount of another asset applying other applicable standards. Variable lease payments not included in the measurement of the lease liability, are included in operating expenses in the period in which the event or condition that triggers them arises.
The related right-of-use asset is accounted for using the Cost model in IAS 16 and depreciated and charged in accordance with the depreciation requirements of IAS 16 Property, Plant and Equipment as disclosed in the accounting policy for tangible assets. Adjustments are made to the carrying value of the right-of-use asset where the lease liability is re-measured in accordance with the above. Right of use assets are tested for impairment in accordance with IAS 36 Impairment of assets as disclosed in the accounting policy in impairment.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Short term and low value leases
The company has made an accounting policy election, by class of underlying asset, not to recognise lease assets and lease liabilities for leases with a lease term of 12 months or less (i.e., short-term leases). The company has made an accounting policy election on a lease-by-lease basis, not to recognise lease assets on leases for which the underlying asset is of low value.
Lease payments on short term and low value leases are accounted for on a straight line bases over the term of the lease or other systematic basis if considered more appropriate. Short term and low value lease payments are included in operating expenses in the profit and loss account.
Lease modifications
If a lease is modified, the modified contract is evaluated to determine whether it is or contains a lease. If a lease continues to exist, the lease modification will result in either a separate lease or a change in the accounting for the existing lease.
The modification is accounted for as a separate lease if both:
(a) The modification increases the scope of the lease by adding the right to use one or more underlying assets; and
(b) The consideration for the lease increases by an amount commensurate with the stand-alone price for the increase in scope and any appropriate adjustments to that stand-alone price to reflect the circumstances of the particular contract.
If both of these conditions are met, the lease modification results in two separate leases, the unmodified original lease and a separate lease. The company then accounts for these in line with the accounting policy for new leases. If either of the conditions are not met, the modified lease is not accounted for as a separate lease and the consideration is allocated to the contract and the lease liability is re-measured using the lease term of the modified lease and the discount rate as determined at the effective date of the modification.
For a modification that fully or partially decreases the scope of the lease (e.g., reduces the square footage of leased space), IFRS 16 requires a lessee to decrease the carrying amount of the right-of-use asset to reflect partial or full termination of the lease. Any difference between those adjustments is recognised in profit or loss at the effective date of the modification.
For all other lease modifications which are not accounted for as a separate lease, IFRS 16 requires the lessee to recognise the amount of the re-measurement of the lease liability as an adjustment to the corresponding right-of-use asset without affecting profit or loss.
Impairment of non-financial assets
At the end of each financial year, the company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
The recoverable amount of an asset or cash-generating unit is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a separate entity and has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
For defined contribution plans contributions are paid to publicly or privately administered pension insurance plans on a mandatory or contractual basis. The contributions are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as an asset.
Financial instruments
Initial recognition
Financial assets and financial liabilities comprise all assets and liabilities reflected in the balance sheet, although excluding tangible assets, investment properties, intangible assets, deferred tax assets, prepayments, deferred tax liabilities and employee benefits plan.
The company recognises financial assets and financial liabilities in the balance sheet when, and only when, the company becomes party to the contractual provisions of the financial instrument.
Financial assets are initially recognised at fair value. Financial liabilities are initially recognised at fair value, representing the proceeds received net of premiums, discounts and transaction costs that are directly attributable to the financial liability.
All regular way purchases and sales of financial assets and financial liabilities classified as fair value through profit or loss (“FVTPL”) are recognised on the trade date, i.e. the date on which the company commits to purchase or sell the financial assets or financial liabilities. All regular way purchases and sales of other financial assets and financial liabilities are recognised on the settlement date, i.e. the date on which the asset or liability is received from or delivered to the counterparty. Regular way purchases or sales are purchases or sales of financial assets that require delivery within the time frame generally established by regulation or convention in the market place.
Subsequent to initial measurement, financial assets and financial liabilities are measured at either amortised cost or fair value.
Classification and measurement
Financial instruments are classified at inception into one of the following categories, which then determine the subsequent measurement methodology:-
Financial assets are classified into one of the following three categories:-
· financial assets at amortised cost;
· financial assets at fair value through other comprehensive income (FVTOCI); or
· financial assets at fair value through the profit or loss (FVTPL).
Financial liabilities are classified into one of the following two categories:-
· financial liabilities at amortised cost; or
· financial liabilities at fair value through the profit or loss (FVTPL).
The classification and the basis for measurement are subject to the company’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets, as detailed below:-
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial assets at amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:-
· the assets are held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
· the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
If either of the above two criteria is not met, the financial assets are classified and measured at fair value through the profit or loss (FVTPL).
If a financial asset meets the amortised cost criteria, the company may choose to designate the financial asset at FVTPL. Such an election is irrevocable and applicable only if the FVTPL classification significantly reduces a measurement or recognition inconsistency.
Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI only if it meets both of the following conditions and is not designated as at FVTPL:-
· the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
· the contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investments that is not held for trading, the company may irrevocably elect to present subsequent changes in fair value in OCI. This election is made on an investment-by-investment basis.
If an equity investment is designated as FVTOCI, all gains and losses, except for dividend income, are recognised in other comprehensive income and are not subsequently included in the statement of income.
Financial assets at fair value through the profit or loss (FVTPL)
Financial assets not otherwise classified above are classified and measured as FVTPL.
Financial liabilities at amortised cost
All financial liabilities, other than those classified as financial liabilities at FVTPL, are measured at amortised cost using the effective interest rate method.
Financial liabilities at fair value through the profit or loss
Financial liabilities not measured at amortised cost are classified and measured at FVTPL. This classification includes derivative liabilities.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Derecognition
Financial assets
The company derecognises a financial asset when;
- the contractual rights to the cash flows from the financial asset expire,
- it transfers the right to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred; or
- the company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset and the sum of the consideration received is recognised as a gain or loss in the profit or loss.
Any cumulative gain or loss recognised in OCI in respect of equity investment securities designated as FVTOCI is not recognised in profit or loss on derecognition of such securities. Any interest in transferred financial assets that qualify for derecognition that is created or retained by the company is recognised as a separate asset or liability.
The company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of risks and rewards of the transferred assets or a portion of them. In such cases, the transferred assets are not derecognised.
When the company derecognises transferred financial assets in their entirety, but has continuing involvement in them then the entity should disclose for each type of continuing involvement at the reporting date:
(a) The carrying amount of the assets and liabilities that are recognised in the entity’s balance sheet and represent the entity’s continuing involvement in the derecognised financial assets, and the line items in which those assets and liabilities are recognised.
(b) The fair value of the assets and liabilities that represent the entity’s continuing involvement in the derecognised financial assets;
(c) The amount that best represents the entity’s maximum exposure to loss from its continuing involvement in the derecognised financial assets, and how the maximum exposure to loss is determined
(d) The undiscounted cash outflows that would or may be required to repurchase the derecognised financial assets or other amounts payable to the transferee for the transferred assets
Financial liabilities
The company derecognises a financial liability when its contractual obligations are discharged, cancelled, or expire.
Modification of financial assets and financial liabilities
Financial assets
If the terms of a financial asset are modified, the company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual rights to the cash flows from the original financial asset are deemed to expire. In this case the original financial asset is derecognised and a new financial asset is recognised at either amortised cost or fair value.
If the cash flows are not substantially different, then the modification does not result in derecognition of the financial asset. In this case, the company recalculates the gross carrying amount of the financial asset and recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in the statement of income.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial liabilities
If the terms of a financial liabilities are modified, the company evaluates whether the cash flows of the modified asset are substantially different. If the cash flows are substantially different, then the contractual obligations from the cash flows from the original financial liabilities are deemed to expire. In this case the original financial liabilities are derecognised and new financial liabilities are recognised at either amortised cost or fair value.
If the cash flows are not substantially different, then the modification does not result in derecognition of the financial liabilities. In this case, the company recalculates the gross carrying amount of the financial liabilities and recognises the amount arising from adjusting the gross carrying amount as a modification gain or loss in the statement of income.
Impairment of financial assets
Measurement of Expected Credit Losses
The company recognises loss allowances for expected credit losses (ECL) on financial instruments that are not measured at FVTPL, namely:
- Financial assets that are debt instruments
- Accounts and other receivables
- Financial guarantee contracts issued; and
- Loan commitments issued.
The company classifies its financial instruments into stage 1, stage 2 and stage 3, based on the applied impairment methodology, as described below:
Stage 1: for financial instruments where there has not been a significant increase in credit risk since initial recognition and that are not credit-impaired on origination, the company recognises an allowance based on the 12-month ECL.
Stage 2: for financial instruments where there has been a significant increase in credit risk since initial recognition but they are not credit-impaired, the company recognises an allowance for the lifetime ECL.
Stage 3: for credit-impaired financial instruments, the company recognises the lifetime ECL.
The company measures loss allowances at an amount equal to the lifetime ECL, except for the following, for which they are measured as a 12-month ECL:
- debt securities that are determined to have a low credit risk (equivalent to investment grade rating) at the reporting date; and
- other financial instruments on which the credit risk has not increased significantly since their initial recognition.
The company considers a debt security to have low credit risk when their credit risk rating is equivalent to the globally understood definition of ‘investment grade’.
A 12-month ECL is the portion of the ECL that results from default events on a financial instrument that are probable within 12 months from the reporting date.
Provisions for credit-impairment are recognised in the statement of income and are reflected in accumulated provision balances against each relevant financial instruments balance.
Evidence that the financial asset is credit-impaired include the following;
- Significant financial difficulties of the borrower or issuer;
- A breach of contract such as default or past due event;
- The restructuring of the loan or advance by the company on terms that the company would not consider otherwise;
- It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
- The disappearance of an active market for the security because of financial difficulties; or
- There is other observable data relating to a group of assets such as adverse changes in the payment status of borrowers or issuers in the company, or economic conditions that correlate with defaults in the company.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
For trade debtors, the company applies the simplified approach, which requires expected lifetime losses to be recognised from initial recognition of the debtors.
To measure the expected credit losses, trade debtors and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade debtors for the same types of contracts. The company has therefore concluded that the expected loss rates for trade debtors are a reasonable approximation of the loss rates for the contract assets.
The expected loss rates are based on the payment profiles of sales over a period of 36 month before 31 December 2024 and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the debtors. The company has identified the GDP and the unemployment rate of the countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors.
|
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key sources of estimation uncertainty and judgements
Management has assessed the carrying value of trademarks held by the company as at the reporting date. This assessment involved estimating the recoverable amount of the trademarks based on expected future economic benefits. As a result of this review, an impairment charge of £486,797 (2023 - £nil) has been recognised in the current year to reflect the recoverable value of the trademarks within the financial statements.
The estimation of the recoverable amount involves significant judgement, particularly in relation to future cash flows, discount rates and expected royalty rates. These estimates are sensitive to changes in market conditions and business performance, which could result in further impairment or reversal of impairment in future periods.
Following the impairment, the carrying value of trademarks is £547,503 (2023 - £1,034,300).
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The analysis of the company's turnover for the year by class of business is as follows:
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Sale of goods |
|
- |
|
Rendering of services |
|
- |
|
|
- |
Revenue from the sale of goods is recognised at a point in time.
In relation to contracts with customers, amounts due from customers at the end of the year are disclosed as trade debtors in note 16 to the financial statements, contract assets at the end of the year amounted to £184,415 (2023 - £nil), contract liabilities amounted to £3,000 (2023 - £nil) and deferred income amounted to £365,681 (2023 - £nil). Revenue recognised during the year and included in contract liabilities at the beginning of the year amounted to £nil (2023 - £nil).
The analysis of the company's turnover for the year by market is as follows:
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
UK |
|
- |
|
Europe |
|
- |
|
Rest of world |
|
- |
|
|
- |
|
Operating loss |
Arrived at after charging/(crediting)
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Depreciation expense (included in cost of sales and administrative expenses) |
|
- |
|
Impairment loss on trademarks (included in administrative expenses) |
|
- |
|
Research and development cost |
|
- |
|
Foreign exchange (gains)/losses |
( |
|
|
Profit on disposal of property, plant and equipment |
( |
- |
|
Interest receivable and similar income |
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Other finance income |
|
- |
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Interest payable and similar expenses |
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Interest expense on lease liabilities |
37,979 |
- |
|
Interest payable to group undertakings |
200,148 |
25,913 |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Wages and salaries |
|
- |
|
Social security costs |
|
- |
|
Pension costs, defined contribution scheme |
|
- |
|
|
- |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Production |
|
- |
|
Administration and support |
|
- |
|
Sales, marketing and distribution |
|
- |
|
|
- |
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Remuneration |
|
- |
|
Contributions paid to money purchase schemes |
|
- |
|
|
- |
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
During the year the number of directors who were receiving benefits was as follows:
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Accruing benefits under money purchase pension scheme |
|
- |
|
Auditor's remuneration |
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Audit of the financial statements |
|
|
|
Income tax |
The tax on loss before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of 25% (2023 - 25%).
The differences are reconciled below:
|
1 January 2024 to 31 December |
18 April 2023 to 31 December |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Increase from effect of expenses not deductible in determining taxable profit (tax loss) |
|
- |
|
Deferred tax expense from unrecognised tax loss or credit |
|
|
|
Total tax charge/(credit) |
- |
- |
At the reporting date, the company had unused tax losses of £1,477,150 (2024 - £39,625) available for offset against future taxable profits. A deferred tax asset of £369,287 (2024 - £9,906) has not been recognised in respect of these losses due to the uncertainty over the availability of future taxable profits against which the losses can be utilised.
The unrecognised deferred tax asset will be reassessed at each reporting date and recognised to the extent that it becomes probable that future taxable profits will allow the asset to be recovered.
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Intangible assets |
|
Trademarks |
|
|
Cost or valuation |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Amortisation |
|
|
At 1 January 2024 |
- |
|
Impairment |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
|
Tangible assets |
|
Plant, equipment and vehicles |
|
|
Cost |
|
|
At 1 January 2024 |
- |
|
Additions |
|
|
At 31 December 2024 |
|
|
Depreciation |
|
|
At 1 January 2024 |
- |
|
Charge for the year |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
- |
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Right-of-use assets |
|
Motor vehicles |
Property |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
- |
- |
- |
|
Additions |
|
|
|
|
Disposals |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
- |
- |
- |
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
( |
- |
( |
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
- |
- |
- |
|
Stock |
|
2024 |
2023 |
|
|
Raw materials and consumables |
|
- |
|
Work in progress |
|
- |
|
|
- |
The directors consider the replacement cost of stock is not significantly different from the value shown in the balance sheet.
|
Trade and other debtors |
|
2024 |
2023 |
|
|
Trade debtors |
|
- |
|
Accrued income |
|
- |
|
Prepayments |
|
- |
|
Other debtors |
|
- |
|
Contract assets |
184,415 |
- |
|
|
- |
|
Cash at bank and in hand |
|
2024 |
2023 |
|
|
Cash at bank |
|
- |
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Creditors: amounts falling due within one year |
|
2024 |
2023 |
|
|
Trade creditors |
|
- |
|
Amounts due to group undertakings |
|
- |
|
Social security and other taxes |
|
- |
|
Outstanding defined contribution pension costs |
|
- |
|
Other creditors |
|
- |
|
Accrued expenses |
|
- |
|
Deferred income |
|
- |
|
Contract liabilities |
3,000 |
- |
|
Lease liabilities on right-of-use assets |
|
- |
|
|
- |
Amounts due to group undertakings include £1,769,986 drawn down in a group cash pooling facility. The group cash pool attracts interest payable on overdrawn amounts. The balance also includes £125,606 of amounts due to group undertakings which are unsecured, interest free and are repayable on demand.
|
Creditors: amounts falling due after more than one year |
|
2024 |
2023 |
|
|
Lease liabilities on right of use assets |
|
- |
|
Amounts due to group undertakings |
|
|
|
|
|
Amounts due to group undertakings include a loan amounting to £1,123,268 (2023 - £1,073,923), which is repayable in a single instalment in October 2027 and attracts interest at a variable rate based on the 3 months Euribor rate plus a margin of 6% (2023 - 3.5%) per annum.
|
Right-of-use lease commitments |
The following amounts have been recognised in relation to property and motor vehicle leases:
|
2024 |
2023 |
|
|
Additions to 'right-of-use' assets |
589,348 |
- |
|
Disposal to 'right-of-use' assets |
21,399 |
- |
|
Depreciation charged on 'right-of-use' asset recognised |
122,398 |
- |
|
Interest expense recorded on lease liability |
39,979 |
- |
|
Total cash outflow in relation to leases |
147,224 |
- |
Lease liabilities maturity analysis
A maturity analysis of lease liabilities based on undiscounted gross cash flow is reported in the table below:
|
2024 |
2023 |
|
|
Less than one year |
|
- |
|
within two to five years |
|
- |
|
Total lease liabilities (undiscounted) |
|
- |
Redler Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
2 |
|
2 |
|
Reserves |
Called up share capital
This represents the nominal value of the issued share capital.
Profit and loss account
This represents the cumulative profit or losses, net of dividends and other adjustments.
|
Pension and other schemes |
Defined contribution pension scheme
The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £154,762 (2023 - £Nil).
Contributions totalling £
|
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent and controlling party is
The largest group in which the results are consolidated is that headed by Qlar Group GmbH (formerly Schenck Process Management GmbH), incorporated in Germany. Copies of the parent company's consolidated financial statements may be obtained from Qlar Group GmbH, Pallaswiesenstrasse 100, 64293 Darmstadt, Germany.