Company registration number 09591239 (England and Wales)
ROKKER LIMITED
UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
PAGES FOR FILING WITH REGISTRAR
ROKKER LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 10
ROKKER LIMITED
BALANCE SHEET
AS AT 31 MAY 2025
31 May 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Tangible assets
4
16,777
13,934
Investments
5
10,475
9,065
27,252
22,999
Current assets
Debtors
7
897,813
864,846
Cash at bank and in hand
272,040
1,029
1,169,853
865,875
Creditors: amounts falling due within one year
8
(1,826,510)
(1,301,042)
Net current liabilities
(656,657)
(435,167)
Total assets less current liabilities
(629,405)
(412,168)
Creditors: amounts falling due after more than one year
9
(19,713)
(6,997)
Net liabilities
(649,118)
(419,165)
Capital and reserves
Called up share capital
11
120
120
Profit and loss reserves
(649,238)
(419,285)
Total equity
(649,118)
(419,165)
ROKKER LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2025
31 May 2025
- 2 -

For the financial year ended 31 May 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

T he members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 10 February 2026 and are signed on its behalf by:
Mr A Rogers
Director
Company registration number 09591239 (England and Wales)
ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 3 -
1
Accounting policies
Company information

Rokker Limited is a private company limited by shares incorporated in England and Wales. The registered office is 10a Quay Street, Woodbridge, IP12 1BX.

1.1
Basis of preparation

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

1.3
Revenue

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
25% Straight Line
Computers
25% Straight Line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 4 -
1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and 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 for which the estimates of future cash flows have not been adjusted.

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 (or 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.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or 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 (or 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.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 5 -
1.8
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 6 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted by reference to a valuation provided by an external advisor. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity. If options are exit only, where it is not probably that the exit event will occur, no expense will be recognised.

1.14
Leases
As lessee

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease s asset are consumed.

2
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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 7 -
3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2025
2024
Number
Number
Total
20
20
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 June 2024
-
0
27,003
27,003
Additions
2,093
6,325
8,418
At 31 May 2025
2,093
33,328
35,421
Depreciation and impairment
At 1 June 2024
-
0
13,069
13,069
Depreciation charged in the year
262
5,313
5,575
At 31 May 2025
262
18,382
18,644
Carrying amount
At 31 May 2025
1,831
14,946
16,777
At 31 May 2024
-
0
13,934
13,934
5
Fixed asset investments
2025
2024
£
£
Shares in group undertakings and participating interests
10,475
9,065
ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
5
Fixed asset investments
(Continued)
- 8 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 June 2024
9,065
Additions
1,420
Disposals
(10)
At 31 May 2025
10,475
Carrying amount
At 31 May 2025
10,475
At 31 May 2024
9,065
6
Subsidiaries

Details of the company's subsidiaries at 31 May 2025 are as follows:

Name of undertaking
Address
Class of
% Held
shares held
Direct
RokkerX Bulgaria Ltd
Bulgaria
Ordinary
100.00
RokkerX Spain S.L.
Spain
Ordinary
100.00
House of Luxx Ltd
United Kingdom
Ordinary
90.00
RokkerX Brasil Ltda
Brazil
Ordinary
100.00

Registered office addresses:

1
Sofia, 1000, Triaditza District, 3 Vitosha Blvd, floor 5
2
Centro Comercial Sotomarket, Oficina 9,Cadiz 11310
3
10a Quay Street, Woodbridge, England, IP12 1BX
4
Rua Boa Vista 254 13th Floor, Centro, São Paulo SP, 01014-907
7
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
353,151
327,051
Corporation tax recoverable
35,273
72,948
Amounts owed by group undertakings
131,492
114,569
Other debtors
377,897
350,278
897,813
864,846
ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 9 -
8
Creditors: amounts falling due within one year
2025
2024
£
£
Bank loans and overdrafts
61,774
13,347
Trade creditors
44,503
41,133
Amounts owed to group undertakings
248,395
111,474
Corporation tax
-
0
72,407
Other taxation and social security
61,402
49,484
Other creditors
1,410,436
1,013,197
1,826,510
1,301,042
9
Creditors: amounts falling due after more than one year
2025
2024
£
£
Bank loans and overdrafts
19,713
6,997
10
Share-based payment transactions
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 June 2024
3,500
-
0
4,375.00
-
0
Granted
-
0
3,500
-
0
4,375.00
Outstanding at 31 May 2025
3,500
3,500
4,375.00
4,375.00
Exercisable at 31 May 2025
-
0
-
0
-
0
-
0

The company operates a share option plan, under which qualifying staff have been granted options to subscribe for Ordinary 'T' shares in the company.

The options outstanding at 31 May 2025 had an exercise price of £1.25 per share (2024: £1.25).

The options over the Ordinary shares are intended to be 'exit' only options, whereby the option holders acquire a right to a return of capital in event of an asset sale, share sale, or listing.

At the reporting date the exit event is not deemed probable, therefore an expense has not been recognised in the profit and loss account.

ROKKER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 10 -
11
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
11,400
11,400
114
114
R Shares of 1p each
600
600
6
6
12,000
12,000
120
120
12
Operating lease commitments
As lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2025
2024
£
£
Total commitments
151,201
110,000
13
Related party transactions
Transactions with related parties

The company has taken advantage of the exemption permitted by Section 33 Related Party Disclosures, not to provide details of transactions entered into with other wholly-owned members of the group. Also the company has opted only to disclose transactions which have not been concluded under normal market conditions

14
Directors' transactions

At year-end, the Directors owe the company £287,073. At the start of the year, the Directors owed £217,165 but the Directors have made further advances of £108,406. Repayments have been made of £38,498. Interest has been charged on the loan at the HMRC official rate of interest.

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