Registration number:
RTL Materials Limited
for the Year Ended 31 March 2025
RTL Materials Limited
Contents
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Company Information |
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Balance Sheet |
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Notes to the Financial Statements |
RTL Materials Limited
Company Information
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Directors |
A J Baxendine Q M Compton-Bishop R I Wood C W Bunce |
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Company secretary |
A J Baxendine |
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Registered office |
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Registered number |
03332020 (England and Wales) |
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Auditors |
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RTL Materials Limited
(Registration number: 03332020)
Balance Sheet as at 31 March 2025
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Note |
2025 |
2024 |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investments |
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Current assets |
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Stocks |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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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 assets |
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Capital and reserves |
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Called up share capital |
705,989 |
705,989 |
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Share premium reserve |
7,457,635 |
7,457,635 |
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Capital contribution reserve |
1,005,509 |
1,005,509 |
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Share based payment reserve |
117,319 |
89,556 |
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Retained earnings |
(5,256,593) |
(6,407,174) |
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Shareholders' funds |
4,029,859 |
2,851,515 |
Approved and authorised by the
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RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
United Kingdom
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.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Group accounts not prepared
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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2 |
Accounting policies (continued) |
Going concern
The company meets its day to day working capital requirements through cash at bank and funding from its shareholders and banks. The directors have prepared forecasts which demonstrate that they expect the company to be able to meet its liabilities as they fall due for a period of at least 12 months from the date of signing these financial statements.
On the basis of their assessment of the company's financial position and resources, the directors have concluded that there is no material uncertainty with respect to the company's going concern and that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The company reviews liquidity risk regularly and despite volatility in market demand and distributor stock cycles expects future cash generation and profitability in aggregate over the period of 12 months from the date of signing these financial statements based on its forecasts.
The directors consider that in preparing the financial statements they have taken into account all information that could reasonably be expected to be available and on this basis, they consider that it is appropriate to prepare the financial statements on the going concern basis.
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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2 |
Accounting policies (continued) |
Audit report
The name of the Senior Statutory Auditor who signed the audit report on
Judgements
In preparing these financial statements, the directors have had to make the following judgements: |
Determine whether leases entered into by the company either as a lessor or a lessee are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis. |
Determine whether there are indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit. |
Key sources of estimation uncertainty
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
In adopting the going concern basis for preparing the financial statements, the directors have considered the business activities including the company's principal risks and uncertainties. Based on the company's cash flow forecasts and projections, the board is satisfied that the company has adequate resources to continue in operational existence and therefore it is appropriate to adopt the going concern basis in preparing the financial statements for the year ended 31 March 2025.
Debt to equity conversion - As part of the debt to equity conversion that was completed during the prior years, an element of accrued interest was agreed to be repaid by the company in instalments. Although there is no coupon interest attached to this liability, it must be discounted back to present value and interest imputed as payment has been deferred beyond normal commercial terms. The directors assessed the appropriate rate of interest as being 6%. Had a different interest rate been applied, the carrying value of the liability and interest recognised in profit and loss could have been materially different.
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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2 |
Accounting policies (continued) |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.
Turnover is recognised upon delivery of finished products.
Foreign currency transactions and balances
Tax
The tax expense for the period comprises current tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Tangible assets
Tangible assets are 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:
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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2 |
Accounting policies (continued) |
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Asset class |
Depreciation method and rate |
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Leasehold property improvements |
25% Straight line |
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Plant and machinery |
25% straight line or straight line over 10 years |
Intangible assets
Separately acquired trademarks and licences are shown at historical cost.
Trademarks, licences (including software) and customer-related intangible assets acquired in a business combination are recognised at fair value at the acquisition date.
Trademarks, licences and customer-related intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
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Asset class |
Amortisation method and rate |
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Patents |
20 year straight line |
Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.
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 change in value.
Trade debtors
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
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 receivables.
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.
The cost of finished goods and work in progress comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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Accounting policies (continued) |
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 the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, 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
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.
Reverse premiums and similar incentives received to enter into operating lease agreements are released to the statement of comprehensive income over the period to the date of which the rent is first expected to be adjusted to the prevailing market rate.
Where assets are financed by leasing agreements that give rights approximating to ownership (finance leases), the assets are treated as if they had been purchased outright. The amount capitalised is the present value of the minimum lease payments payable over the term of the lease. The corresponding leasing commitments are shown as amounts payable to the lessor. Depreciation on the relevant assets is charged to statement of comprehensive income over the shorter of estimated useful economic life and the term of the lease.
Finance lease payments are analysed between capital and interest components so that the interest element of the payment is charged to statement of comprehensive income over the term of the lease and is calculated so that it represents a constant proportion of the balance of capital repayments outstanding. The capital party reduces the amounts payable to the lessor.
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 pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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2 |
Accounting policies (continued) |
Share based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income 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 options that eventually vest. Market vesting conditions are factored into the fair value of the options 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 options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining vesting period.
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Staff numbers |
The average number of persons employed by the company (including directors) during the year, was
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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Intangible assets |
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Trademarks, patents and licenses |
Total |
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Cost or valuation |
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At 1 April 2024 |
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Additions acquired separately |
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Disposals |
( |
( |
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At 31 March 2025 |
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Amortisation |
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At 1 April 2024 |
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Amortisation charge |
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Amortisation eliminated on disposals |
( |
( |
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At 31 March 2025 |
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Carrying amount |
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At 31 March 2025 |
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At 31 March 2024 |
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The aggregate amount of research and development expenditure recognised as an expense during the period is £
RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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Tangible assets |
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Long leasehold land and buildings |
Plant and machinery |
Total |
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Cost or valuation |
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At 1 April 2024 |
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Additions |
- |
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At 31 March 2025 |
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Depreciation |
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At 1 April 2024 |
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Charge for the year |
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At 31 March 2025 |
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Carrying amount |
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At 31 March 2025 |
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At 31 March 2024 |
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Included within the net book value of land and buildings above is £29,513 (2024 - £43,283) in respect of long leasehold land and buildings.
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Investments |
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2025 |
2024 |
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Investments in subsidiaries |
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Subsidiaries |
£ |
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Cost or valuation |
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At 1 April 2024 |
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Provision |
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Carrying amount |
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At 31 March 2025 |
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At 31 March 2024 |
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RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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6 |
Investments (continued) |
The company also has a 100% member interest in Revolve-Technology USA LLC. The LLC has net liabilities and negative equity value and therefore the value is deemed to be nil in these financial statements.
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Stocks |
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2025 |
2024 |
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Raw materials and consumables |
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Work in progress |
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Finished goods and goods for resale |
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Debtors |
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Current |
Note |
2025 |
2024 |
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Trade debtors |
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Amounts owed by related parties |
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Prepayments |
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Other debtors |
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RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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Creditors |
Creditors: amounts falling due within one year
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Note |
2025 |
2024 |
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Due within one year |
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Loans and borrowings |
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Trade creditors |
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Taxation and social security |
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Accruals and deferred income |
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Other creditors |
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Creditors: amounts falling due after more than one year
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Note |
2025 |
2024 |
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Due after one year |
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Loans and borrowings |
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Other creditors |
- |
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RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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Loans and borrowings |
Non-current loans and borrowings
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2025 |
2024 |
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Bank borrowings |
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Hire purchase contracts |
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Other borrowings |
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Current loans and borrowings
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2025 |
2024 |
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Bank borrowings |
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Hire purchase contracts |
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Other borrowings |
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Obligations under leases and hire purchase contracts |
Operating leases
The total of future minimum lease payments is as follows:
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2025 |
2024 |
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Not later than one year |
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Later than one year and not later than five years |
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Later than five years |
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RTL Materials Limited
Notes to the Financial Statements for the Year Ended 31 March 2025 (continued)
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Related party transactions |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
Included within other creditors falling due after one year are amounts totalling £nil (2024: £18,150) due to a related party. They are related through their shareholding in the company.
In respect of the remaining other loans due to related parties (related due to shareholding), repayments of £92,711 (2024: £92,711) were made during the year. Interest of £17,291 (2024: £21,550) has been charged to profit and loss, with a balance of £299,991 (2024: £375,411) included within other loans payable.
Key management personnel include those people who together have authority and responsibility for planning, directing and controlling the activities of the company. The total compensation paid to key management personnel for services provided to the company was £407,526 (2024: £365,937). They are related through their directorships in the company.