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Registered number: 13639267 (England and Wales)














RUGGABLE UK LTD.

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2025


 
RUGGABLE UK LTD.
 

 
COMPANY INFORMATION


Directors
T Erding 
C Wertheimer  




Company secretary
Taylor Wessing Secretaries Limited



Registered number
13639267



Registered office
5 New Street Square

London

United Kingdom

EC4A 3TW




Independent auditor
ZEDRA Corporate Reporting Services (UK) Limited






 
RUGGABLE UK LTD.
 


CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Balance Sheet
 
10 - 11
Statement of Changes in Equity
 
12
Statement of Cash Flows
 
13
Notes to the Financial Statements
 
14 - 28



 
RUGGABLE UK LTD.
 

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2025

Introduction
 
Ruggable UK Ltd. (the “Company”) operates as the manufacturing and UK distribution entity for the consolidated Ruggable group. The Company produces machine-washable rugs and related home décor products for sale within the United Kingdom and to its related party, Ruggable Netherlands B.V., which acts as the distributor for customers across the European Union. The Company’s ultimate parent company is Ruggable LLC, a US-based entity that operates in North America, Europe, and Australia through its global subsidiaries.

Business review
 
During the year ended 31 January 2025, the Company continued manufacturing products for UK and EU markets through its online platform and through a retail partner’s online platform, generating turnover of £30.5 million in 2025, which was consistent with management expectations. The Company’s net profit for 2025 was £0.9 million, which includes intercompany revenues and expenses.
Operations during the year were carried out in the normal course of business. Management continued its focus on growing UK sales, building-out manufacturing and fulfillment capacity and supporting group-wide logistics across Europe. No exceptional or non-recurring items were recorded in the period.
The Company had net assets as of 31 January 2024 and 2025 of £3.8 million and £4.7 million, respectively. The Company maintained positive cash generation, enabling ongoing investment in working capital and operational infrastructure.

Principal risks and uncertainties
 
The principal risks and uncertainties facing the Company, together with the actions taken to mitigate them, are as follows:
Supply-Chain Risk 
Dependence on international shipping and raw materials is mitigated by multi-supplier arrangements and safety-stock policies
Credit and Liquidity Risk 
The Company benefits from a positive cash position and, where necessary, financial support from the ultimate parent company, Ruggable LLC.
Inflationary and Economic Risk
Consumer spending pressures are monitored closely, and pricing strategies are adjusted to protect margins.
Operational Risk
Warehouse, production, and IT processes are subject to internal controls, periodic review, and continuous improvement initiatives.
Cybersecurity Risk
As a digitally focused organisation, the Company invests in network security, and access controls.
The directors consider these risks to be appropriately managed and are not expected to materially impact the Company’s ongoing viability.

Page 1


 
RUGGABLE UK LTD.
 


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025

Financial key performance indicators
 
The directors use a range of financial key performance indicators ("KPIs") to monitor performance and inform decision-making.
 
KPI
2025
2024
Commentary
Turnover
£30.9 million
£21.7 million
Turnover is consistent with management expectations and includes intercompany revenues
Gross profit margin
61%
63%
Reflects stable pricing and input cost control, driven by robust manufacturing processes
Profit after tax
£0.9 million
£5.1 million
Profit includes intercompany charges from the ultimate parent for use of intellectual property
Net assets
£4.7 million
£3.8 million
No additional capital contributions, increase attributable to current year earnings
Cash
£1.6 million
£1.6 million
Positive cash flow position


Other key performance indicators
 
The Company considers the following as its significant non-financial key performance indicators. 
Employee headcount 
In 2025 there were 41 employees (2024 - 26). The Company recorded no regretted attrition during this period and continues to invest in employee training and learning and development.
Production and fulfilment
Manufacturing output and order fulfilment times remained within internal performance targets.
Customer engagement
Continued focus on product quality and service levels to enhance repeat purchase behavior.


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



T Erding
Director

Date: 29 October 2025

Page 2


 
RUGGABLE UK LTD.
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2025

The directors present their report and the financial statements for the year ended 31 January 2025. In accordance with s414c (11) of the Companies Act 2006, certain information required to be presented in the Directors' Report has been provided in the Strategic Report.

Directors

T Erding 
C Wertheimer 
J Barker (appointed 1 August 2024, resigned 28 March 2025)

The following changes to directorships were made after the year end but prior to the approval of these financial statements:
E Lee (appointed 28 March 2025, resigned 16 May 2025)
 
Results and dividends

The profit for the year, after taxation, amounted to £911,875 (2024 - £5,155,250).

The directors do not recommend payment of a dividend (2024 - £Nil).

Future developments

The Company plans to continue expansion into the UK market and is targeting various channels to do so. During the current year, Ruggable UK Ltd. expanded into retail partnerships with John Lewis and is currently evaluating other partnerships with online and brick and mortar wholesale partners. 
During the year, Ruggable LLC established a new subsidiary, Ruggable Poland S.P. Z.O.O. for the purposes of building out a European manufacturing facility. The new facility in Poland will help drive cost savings by eliminating UK to EU fulfillments and related duties and taxes. The creation of the Polish subsidiary means manufacturing volume pertaining to European sales will shift away from the UK subsidiary, allowing it to focus on the UK market.  

Directors' responsibilities statement

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 financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.


 
Page 3


 
RUGGABLE UK LTD.
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2025

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Disclosure of information to auditors

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

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

Post balance sheet events

There have been no significant events affecting the Company since the year end.

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




T Erding
Director

Date: 29 October 2025

Page 4


 
RUGGABLE UK LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD.

Opinion


We have audited the financial statements of Ruggable UK Ltd. (the 'Company') for the year ended 31 January 2025, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 January 2025 and of its profit 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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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 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 5


 
RUGGABLE UK LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD. (CONTINUED)

Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 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, 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.


Page 6


 
RUGGABLE UK LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD. (CONTINUED)

Auditors' 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.


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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
 
the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the Company through discussions with management and from our commercial knowledge and experience;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and taxation legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to reconciling revenue in total against supporting external reports and performing appropriate year end cut off testing.
 
To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

 

 
Page 7


 
RUGGABLE UK LTD.
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD. (CONTINUED)

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC.
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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.





Edward Wallis ACA (Senior Statutory Auditor)
for and on behalf of
ZEDRA Corporate Reporting Services (UK) Limited
Chartered Accountants and Statutory Auditors
Birchin Court
5th Floor
19-25 Birchin Lane
London
United Kingdom
EC3V 9DU
 

30 October 2025
Page 8


 
RUGGABLE UK LTD.
 

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2025

As restated
2025
2024
Note
£
£

  

Turnover
 4 
30,540,207
21,720,769

Cost of sales
  
(11,807,803)
(8,092,463)

Gross profit
  
18,732,404
13,628,306

Distribution costs
  
(15,722,246)
(6,117,965)

Administrative expenses
  
(1,857,610)
(1,630,261)

Other operating income
  
5,836
-

Operating profit
 5 
1,158,384
5,880,080

Interest receivable and similar income
  
35,877
26,211

Interest payable and similar expenses
  
(7,749)
(56,606)

Profit before tax
  
1,186,512
5,849,685

Tax on profit
 9 
(274,637)
(694,435)

Profit for the financial year
  
911,875
5,155,250

There was no other comprehensive income for 2025 (2024: £NIL).

The notes on pages 14 to 28 form part of these financial statements.

In the prior period, an amount totalling £1,552,554 has been reclassified from administrative expenditure to distribution costs to better reflect the nature of these transactions. An amount of £925,014 has been reclassified from cost of sales to distribution costs for the same reason.

Page 9


 
RUGGABLE UK LTD.
REGISTERED NUMBER:13639267


BALANCE SHEET
AS AT 31 JANUARY 2025

2025
2024
Note
£
£

Fixed assets
  

Tangible assets
 10 
3,152,015
3,499,870

  
3,152,015
3,499,870

Current assets
  

Stocks
 11 
3,383,376
2,829,544

Debtors: amounts falling due after more than one year
 12 
422,760
411,390

Debtors: amounts falling due within one year
 12 
4,856,384
2,747,784

Bank and cash balances
  
1,643,142
1,605,145

  
10,305,662
7,593,863

Creditors: amounts falling due within one year
 13 
(8,161,676)
(6,815,492)

Net current assets
  
 
 
2,143,986
 
 
778,371

Total assets less current liabilities
  
5,296,001
4,278,241

Provisions for liabilities
  

Deferred tax
 14 
(348,904)
(389,012)

Other provisions
 15 
(262,966)
(116,973)

  
 
 
(611,870)
 
 
(505,985)

Net assets
  
4,684,131
3,772,256

Page 10


 
RUGGABLE UK LTD.
REGISTERED NUMBER:13639267

    
BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2025

2025
2024
Note
£
£

Capital and reserves
  

Called up share capital 
 16 
1,000
1,000

Capital contribution reserve
 17 
1,000,000
1,000,000

Profit and loss account
 17 
3,683,131
2,771,256

  
4,684,131
3,772,256


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



T Erding
Director

Date: 29 October 2025

The notes on pages 14 to 28 form part of these financial statements.

Page 11


 
RUGGABLE UK LTD.
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2025


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

£
£
£
£


At 23 September 2021
1,000
-
(2,383,994)
(2,382,994)

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


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


Comprehensive income for the year

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



At 1 February 2024
1,000
1,000,000
2,771,256
3,772,256


Comprehensive income for the year

Profit for the year
-
-
911,875
911,875


At 31 January 2025
1,000
1,000,000
3,683,131
4,684,131


Page 12


 
RUGGABLE UK LTD.
 


STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2025

2025
2024
Note
£
£

Cash flows from operating activities
  

Profit for the financial year
  
911,875
5,155,250

Adjustments for:
  

Depreciation of tangible assets
 10 
791,276
534,792

Interest paid
  
7,749
56,606

Interest received
  
(35,877)
(26,211)

Taxation charge
 9 
274,637
694,435

(Increase) in stocks
 11 
(719,152)
(1,153,651)

(Increase)/decrease in debtors
 12 
(1,526,882)
619,709

(Increase) in amounts owed by groups
 12 
(767,353)
(2,318,914)

Increase in creditors
 13 
2,182,831
563,160

(Decrease) in amounts owed to groups
 13 
(214,452)
(417,305)

Increase/(decrease) in provisions
 15 
145,993
(111,993)

Corporation tax paid
  
(517,421)
-

Stock impairment losses
 11 
165,319
-

Net cash generated from operating activities

  

698,543
3,595,878

  

Cash flows from investing activities
  

Purchase of tangible fixed assets
  
(181,166)
(3,207,478)

Interest received
  
35,877
26,211

Deposits paid for operating equipment
  
(80,508)
-

Net cash from investing activities

  

(225,797)
(3,181,267)

Cash flows from financing activities
  

Interest paid
  
(7,749)
(56,606)

Amounts paid to parent company
  
(427,000)
-

Net cash used in financing activities
  
(434,749)
(56,606)

Net increase in cash and cash equivalents
  
37,997
358,005

Cash and cash equivalents at beginning of year
  
1,605,145
1,247,140

Cash and cash equivalents at the end of year
  
1,643,142
1,605,145


Cash and cash equivalents at the end of year comprise:
  

Cash at bank and in hand
  
1,643,142
1,605,145


Page 13


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

1.


General information

Ruggable UK Ltd. is a private company limited by shares and incorporated in England and Wales. The registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW.
The principal activity of the Company is set out in the Strategic Report.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

As at 31 January 2025, the Company was in a net asset position. The Company has received written confirmation from its ultimate parent company, Ruggable LLC, that it will continue to provide financial support to the Company for a period of 12 months from the date of approving these financial statements.
In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from the ultimate parent company, through a review of the ultimate parent company's position and the budgeted cash requirements of the Company. Furthermore, the Company is expected to be largely self sufficient in the future, generating positive cash flows from sales of its own manufactured goods to the UK market. The directors have assessed the ability of the Company to continue operating on this basis for a period of at least 12 months from the date of signing these financial statements.
The directors are confident that the Company will continue to be able to meet its obligations as liabilities fall due. For these reasons, the directors continue to prepare the financial statements on a going concern basis.


Page 14


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. 

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Royalties and intercompany revenues
The Company earns revenues from other group companies based on transfer pricing policies which are determined through indepedent analysis of the group's activities. The Company recognises the revenue as services are delivered to other group companies.

Page 15


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.5

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

  
2.6

Intercompany costs

The Company records intercompany cost of goods sold transactions in the Statement of Comprehensive Income to ensure that the Company's profit margin is within an agreed upon transfer pricing arrangement with its parent company.

 
2.7

Share-based payments

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

Page 16


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.


As an exception to the requirements, an entity shall not take into account the effects of Pillar Two legislation when measuring deferred tax assets and deferred tax liabilities.

 
2.9

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.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

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

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 17


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)

 
2.10

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

  
2.11

Debtors

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

  
2.12

Cash and cash equivalents

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

  
2.13

Creditors

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

 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.15

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 

Page 18


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

2.Accounting policies (continued)


2.15
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with FRS 102 Section 1A requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below.
Share based payments
Management have exercised judgement in assessing the treatment and disclosure of Restricted Equity Units ('REU') and their vesting conditions. Management have determined that the associated non-market conditions are unlikely to be satisfied in a timeframe that would result on ultimate vesting of the current
Page 19


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

3.Judgements in applying accounting policies (continued)

REU's. As such, no expense has been recognised in this regard.
Impairment of stock
The directors review stock annually for any indication of impairment based on market conditions. This is a significant judgement which is unique to the Company's business model which ensures that raw materials can be utilised across various production lines enabling greater flexibility in relation to the inventory lines.
Provisions for returns 
The Company makes provisions for returns based on it's returns policy being 30 days, taking account of historic returns levels and available data at each year end about customer trends. The provision contains estimation uncertainty which may give rise to material misstatement in these financial statements.
Capitalisation of freight and tariffs on inventory
The Company records inventory at the lower of cost and net realisable value, included in cost is an estimation based on shared costs within the group of the Company's freight and tariff costs. The estimation is made based on the previous month's freight and tariff costs and the value of inventory on hand in the UK. This involves estimation to ensure that costs are evenly distributed and flucatuations may occur from month to month giving rise to the possibility of material changes in inventory balances in these financial statements.
Useful life and valuation of tangible fixed assets
The Company applies policies to depreciate its tangible fixed assets over their useful lives. These policies are based on management's judgement about the useful economic life of an asset which is informed by historic information and associated industry factors. On an annual basis classes of asset are reviewed for indicators of impairment, this includes estimation about the value in use of an asset and judgements relating to the continued useful life of those assets.


4.


Turnover

An analysis of turnover by class of business is as follows:


2025
2024
£
£

Sales
24,959,086
18,422,357

Intercompany sales
5,581,121
3,298,412

30,540,207
21,720,769


Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
24,959,086
18,422,357

Rest of Europe
5,581,121
3,298,412

30,540,207
21,720,769


Page 20


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

5.


Operating profit

The operating profit is stated after charging:

2025
2024
£
£

Intercompany charges
542,108
1,137,445

Other operating lease rentals
892,036
671,744

Depreciation
791,276
534,792


6.


Auditors' remuneration

2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
25,600
22,250


7.


Employees

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


2025
2024
£
£

Wages and salaries
2,492,493
1,629,424

Social security costs
270,950
186,463

Cost of defined contribution scheme
88,266
55,200

2,851,709
1,871,087


The average monthly number of employees, including directors, during the year was 41 (2024 - 26).

Page 21


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

8.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
250,487
204,367

Company contributions to defined contribution pension schemes
7,982
19,769

258,469
224,136


During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £250,487 (2024 - £204,367).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,982 (2024 - £19,769).

The total accrued pension provision of the highest paid director at 31 January 2025 amounted to £NIL (2024 - £NIL).


9.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
314,746
305,423

314,746
305,423


Total current tax
314,746
305,423

Deferred tax


Fixed asset timing differences
(31,139)
389,012

Short term timing differences
(8,970)
-

Total deferred tax
(40,109)
389,012


Tax on profit
274,637
694,435
Page 22


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025
 
9.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2024 - lower than) the standard rate of corporation tax in the UK of 25% (2024 - 23.52%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
1,186,512
5,849,685


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 23.52%)
296,628
1,375,846

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
-
225

Capital allowances for year in excess of depreciation
-
(1,439)

Adjustments to tax charge in respect of prior periods
36,924
-

Remeasurement of deferred tax for changes in tax rates
-
40,697

Other timing differences leading to an increase (decrease) in taxation
(58,915)
(67,181)

Movement in deferred tax not recognised
-
(653,713)

Total tax charge for the year
274,637
694,435


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

10.


Tangible fixed assets





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

£
£
£
£
£



Cost or valuation


At 1 February 2024
1,806,239
2,069,435
182,054
3,564
4,061,292


Additions
411,048
9,500
22,873
-
443,421


Transfers between classes
3,564
-
-
(3,564)
-



At 31 January 2025

2,220,851
2,078,935
204,927
-
4,504,713



Depreciation


At 1 February 2024
238,847
279,119
43,456
-
561,422


Charge for the year on owned assets
258,614
465,294
67,368
-
791,276



At 31 January 2025

497,461
744,413
110,824
-
1,352,698



Net book value



At 31 January 2025
1,723,390
1,334,522
94,103
-
3,152,015



At 31 January 2024
1,567,392
1,790,316
138,598
3,564
3,499,870

Page 24


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

11.


Stocks

2025
2024
£
£

Raw materials and consumables
3,281,508
2,779,221

Work in progress
-
9,778

Finished goods and goods for resale
101,868
40,545

3,383,376
2,829,544


The carrying value of stocks are stated net of impairment losses totalling £165,320 (2024 - £NIL). Changes in the impairment provision for stock are recognised in profit and loss as impairment losses.


12.


Debtors

2025
2024
£
£

Due after more than one year

Other debtors
422,760
411,390

422,760
411,390


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

2025
2024
£
£

Due within one year

Trade debtors
163,456
87,086

Amounts owed by group undertakings
3,127,579
2,318,913

Other debtors
-
708

Prepayments and accrued income
1,565,349
341,077

4,856,384
2,747,784


Page 25


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

13.


Creditors: Amounts falling due within one year

2025
2024
£
£

Trade creditors
3,145,332
576,932

Amounts owed to group undertakings
2,954,260
3,161,228

Corporation tax
102,746
305,423

Other taxation and social security
174,175
1,404,183

Other creditors
19,562
16,829

Accruals and deferred income
1,765,601
1,350,897

8,161,676
6,815,492



14.


Deferred taxation




2025


£






At beginning of year
(389,012)


Charged to profit or loss
40,109



At end of year
(348,903)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Fixed asset timing differences
(357,873)
(389,012)

Short term timing differences
8,970
-

(348,903)
(389,012)

Page 26


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

15.


Provisions




Returns allowance

£





At 1 February 2024
116,973


Charged to profit or loss
145,992



At 31 January 2025
262,965

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


16.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1,000 (2024 - 1,000) Ordinary shares of £1.00 each
1,000
1,000



17.


Reserves

Capital contribution reserve

On 30 August 2022, the ultimate parent company, Ruggable LLC, made a capital injection of £1,000,000 to the Company. 

Profit and loss account

The profit and loss account represents accumulated profits and losses.

Page 27


 
RUGGABLE UK LTD.
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2025

18.


Financial commitments

At 31 January 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2025
2024
£
£


Not later than one year
652,225
652,225

Later than one year and not later than five years
1,141,394
1,793,619

1,793,619
2,445,844


19.


Controlling party

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


20.


Post balance sheet events

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

 
Page 28