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Registered number: 03436704










ROCKFALL UK LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

 
ROCKFALL UK LIMITED
 

COMPANY INFORMATION


Directors
Matthew Noon 
Richard Kenneth Noon 
Stephen Kenneth Noon 




Registered number
03436704



Registered office
Major House
Wimsey Way

Somercotes

Alfreton

DE24 8HG




Independent auditors
PKF Smith Cooper Audit Limited
Statutory Auditors

Prospect House

1 Prospect Place

Millennium Way

Derby

DE24 8HG





 
ROCKFALL UK LIMITED
 

CONTENTS



Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditors' report
6 - 9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 26


 
ROCKFALL UK LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

Introduction
 
The directors present the strategic report for the year ended 31 December 2025.

Business review
 
The Company has achieved turnover of £21,643,953 up 3% on prior year (2024: £21,006,137) for the period ended 31st December 2025. The Company generated a profit before tax of £2,379,084 (2024: £2,547,201) and continues to maintain a strong and passionate workforce employing 47 members of staff. The turnover growth has been achieved by investing in our workforce, fostering a collaborative approach and generating demand at end user level. 

The Company has net assets of £10,822,118 (2024: £8,977,187) and net current assets of £10,425,787 (2024 £8,654,587) highlighting the financial performance in the year and the strength of the Company overall.

The Company has a liquidity ratio of 10.6:1 which shows the bank loans are sufficiently covered by the Company's cash and debtor balances.

Principal risks and uncertainties
 
The Company has considered the principal risks and uncertainties to which it is exposed, and this is taken into account when making key strategic decisions. The main risks to The Company include rising business costs including interest rates, increased regulation, foreign currency exposure, supply chain interruptions and competition.

The Directors constantly monitor all potential challenges to the business and proactively take steps to reduce the likelihood and/or impact of all risks.

One way The Company reduces foreign currency exposure is to enter forward currency contracts. These can have specific end dates or be open for one to six months, providing flexibility over the drawdown and timing of foreign currency loan repayments. Forward contracts are a great way of having visibility of the cost of purchases for a period of time allowing us to provide more certainty to customers on price.

The Company has continued to maintain stock levels sufficient with ensuring our customers’ demands are served as quickly as possible, this is  following further  investment in storage space. At the same time, import loans have been fully paid off, this  not only  reduces our reliance on the credit facility with the bank, but also  reduces the iinterest cost significantly. The impact on cash flow has been offset by cash generated from increased sales, made possible by holding higher stock levels.

Page 1

 
ROCKFALL UK LIMITED
 

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

Development and performance
 
The Company strives to set itself apart from the competition in many ways. Foot scanning days, wearer trials and liaising with end users directly to bring new, market-led, styles to the safety footwear marketplace. 

Expanding on the popularity of our vegan-friendly safety footwear, we researched, tested, and developed Bloom and Solum materials into our footwear. Bloom is an algae-derived, bio-based alternative to standard midsole materials, reducing our reliance on fossil fuel-based plastics and Solum slowly releases positive nutrients into the ecosystem, promoting healthy soils beneath your feet.

The company has been changing the materials and components of all its styles in order to comply with ever-changing legislation, improve sustainability and reduce co2 emissions, wherever possible. This includes switching all of our penetration midsole protection materials to include new advanced technologies and removing PFAS chemicals from our materials.

We have upgraded approximately 9% of our product range to include elements of sustainability, including rPET woven labels, lining, laces and Biomaterial eco-friendly footbeds where possible. 

Rockfall are constantly striving to satisfy the demands of our wearers, we do this by actively engaging with end-users, looking for gaps in the market, researching appropriate materials and incorporating these into our latest products.

These changes do not happen overnight, we need to research, source and test each new material in every product to ensure they meet the relevant safety standards, and all being sourced from ethically certified suppliers.

However, we do not stop there, our objective is to continue to reduce our impact on the environment and to endeavour to be as close to net-zero as possible. We do this by working with organisations such as Positive Planet; employing them to help analyse our operations to target the best ways of reducing emissions. This ensures we don’t rely on carbon credits to pay for tree planting or other inappropriate projects when we can embed corporate and social responsibility into our company culture as well as our brand. 

We continue to invest in R-Lab, our own product testing facility, which will have the benefit of helping our designers to move faster on new developments, bring new technology to market and ensure we remain as market leaders in safety footwear.
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            We are making significant progress towards creating Rockfall's first made in the UK product. Working in partnership with a UK footware manufacturer, we have designed, specified and tested a new boot, which will enter wearer trials ahead of production. The product is planned for release around Q1 2027

To further strengthen our range, we have secured a license to use exclusive GORE-TEX technology in our Rock Fall products. Two new styles are currently in development and are planned for release around Q1 2027.
 
The company is also:
o Only using 100% green electricity suppliers 
o Supporting the local Derbyshire Wildlife Trust 
o Combining shipments so we use fewer vessels to transport stock 
o Using local suppliers for cardboard recycling 
o Investing in workplace charging 
o Using GHG Protocol Compliant Emissions Reporting


Benefits to our customers: 
o Working with an ethical brand who are striving to achieve credible targets in sustainability
 
Page 2

 
ROCKFALL UK LIMITED
 

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

o A wider customer choice of more sustainable products and Vegan styles 
o First to market with newly developed and highly advanced materials and technologies

We believe one of our biggest investments must be in our workforce, our staff are the lifeblood of the business and we ensure that we pay the National Living Wage, invest in their care by having trained mental health first aiders and offer them growth. Our staff are encouraged to take training courses and further their skills in areas related to their roles within the business, as our business grows these costs magnify, but employee development is an asset for future expansion.

Key performance indicators
 
Key performance indicators for the Company are turnover, liquidity ratio, gross margin and net margin.


2025
2024
Turnover £'000
21,644
21,006
Liquidity ratio
10.6:1
5.1:1
Gross margin £'000
7,507
7,203
Gross margin %
34.7
34.3
Net margin £'000
2,379
2,547
Net margin %
11.0
12.1
 

Other performance indicators
 
The Company takes IT and Security seriously, investing in new systems, upgrades and replacements including training all staff on cyber threats, increasing two factor authentication methods, Password Managers, Cloud Storage, Servers, CCTV and upgraded equipment.


This report was approved by the board on 24 July 2026 and signed on its behalf.



Richard Kenneth Noon
Director

Page 3

 
ROCKFALL UK LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025

The directors present their report and the financial statements for the year ended 31 December 2025.

Principal activity

The principle activity of the company continued to be that of purchasing, manufacture and resale of footwear through wholesale and retail distribution outlets.

Results and dividends

The profit for the year, after taxation, amounted to £1,844,831 (2024 - £2,027,552).

The company declared and paid dividends of £nil (2024: £1,300,000) during the period. 

Directors

The directors who served during the year were:

Matthew Noon 
Richard Kenneth Noon 
Stephen Kenneth Noon 

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.

Auditors

The auditorsPKF Smith Cooper Audit Limitedwill be proposed for reappointment in accordance with section 487(2) of the Companies Act 2006.

This report was approved by the board on 24 July 2026 and signed on its behalf.
 





Richard Kenneth Noon
Director

Page 4

 
ROCKFALL UK LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025

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 judgments and accounting estimates that are reasonable and prudent;


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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and 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.

Page 5

 
ROCKFALL UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCKFALL UK LIMITED
 

Opinion


We have audited the financial statements of Rockfall UK Limited (the 'Company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, the Balance sheet, 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 December 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.


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.


Page 6

 
ROCKFALL UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCKFALL UK LIMITED (CONTINUED)


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 5, 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 7

 
ROCKFALL UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCKFALL UK LIMITED (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:

Based on our understanding of the Company and industry, we identified that the principal risk of fraud or non-compliance with laws and regulations related to:

• Management bias in respect of accounting estimates and judgements made;
• Management override of control;
• Posting of unusual journals or transactions;
• Significant cash-based transactions.

We focused on those areas that could give rise to a material misstatement in the financial statements. Our procedures included, but were not limited to:

• Enquiry of management and those charged with governance around actual and potential litigation and
          claims, including instances of non-compliance with laws and regulations and fraud.
• Reviewing minutes of meetings of those charged with governance where available.
• Reviewing legal expenditure in the year to identify instances of non-compliance with laws and regulations  
          and fraud.
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance  
          with applicable laws and regulations.
• Performing audit work over the risk of management override of controls, including testing of journal entries  and other adjustments for appropriateness, evaluating the business rationale of significant transactions 
 outside the normal course of business and reviewing accounting estimates for bias.

It is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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.


Page 8

 
ROCKFALL UK LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROCKFALL UK LIMITED (CONTINUED)


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.





James Delve (Senior statutory auditor)
for and on behalf of
PKF Smith Cooper Audit Limited
Statutory Auditors
Prospect House
1 Prospect Place
Millennium Way
Derby
DE24 8HG

24 July 2026
Page 9

 
ROCKFALL UK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025

2025
2024
Note
£
£

  

Turnover
 4 
21,643,953
21,006,137

Cost of sales
  
(14,136,613)
(13,802,706)

Gross profit
  
7,507,340
7,203,431

Administrative expenses
  
(5,252,757)
(4,707,911)

Other operating income
 5 
98,732
3,061

Operating profit
 6 
2,353,315
2,498,581

Interest receivable and similar income
 10 
39,738
120,925

Interest payable and similar expenses
 11 
(13,969)
(72,305)

Profit before tax
  
2,379,084
2,547,201

Tax on profit
 12 
(534,253)
(519,649)

Profit for the financial year
  
1,844,831
2,027,552

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

The notes on pages 13 to 26 form part of these financial statements.

Page 10

 
ROCKFALL UK LIMITED
REGISTERED NUMBER: 03436704

BALANCE SHEET
AS AT 31 DECEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 14 
24,780
11,277

Tangible assets
 15 
397,360
345,739

Investments
 16 
2,767
-

  
424,907
357,016

Current assets
  

Stocks
 17 
3,996,651
4,033,679

Debtors: amounts falling due within one year
 18 
4,142,922
3,265,530

Cash at bank and in hand
 19 
3,377,144
3,448,638

  
11,516,717
10,747,847

Creditors: amounts falling due within one year
 20 
(1,090,930)
(2,093,260)

Net current assets
  
 
 
10,425,787
 
 
8,654,587

Total assets less current liabilities
  
10,850,694
9,011,603

Provisions for liabilities
  

Deferred tax
 21 
(28,576)
(34,316)

Net assets
  
10,822,118
8,977,287


Capital and reserves
  

Called up share capital 
 22 
100
100

Profit and loss account
 23 
10,822,018
8,977,187

  
10,822,118
8,977,287


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




Richard Kenneth Noon
Director

Date: 24 July 2026

The notes on pages 13 to 26 form part of these financial statements.

Page 11

 
ROCKFALL UK LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2024
100
8,249,635
8,249,735


Comprehensive income for the year

Profit for the year
-
2,027,552
2,027,552
Total comprehensive income for the year
-
2,027,552
2,027,552


Contributions by and distributions to owners

Dividends: Equity capital
-
(1,300,000)
(1,300,000)



At 1 January 2025
100
8,977,187
8,977,287


Comprehensive income for the year

Profit for the year
-
1,844,831
1,844,831
Total comprehensive income for the year
-
1,844,831
1,844,831


Total transactions with owners
-
-
-


At 31 December 2025
100
10,822,018
10,822,118


The notes on pages 13 to 26 form part of these financial statements.

Page 12

 
ROCKFALL UK LIMITED
 

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

1.


General information

Rockfall UK Limited is a private company limited by shares incorporated in England and Wales. The company registered office is Major House, Wimsey Way, Somercotes, Alfreton, DE55 4LS. The Company registration number is 03436704. 

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and 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 judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Noon Group Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.

 
2.3

Going concern

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

Page 13

 
ROCKFALL UK LIMITED
 

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

2.Accounting policies (continued)

 
2.4

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 except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

Turnover

Turnover 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. Turnover 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

Turnover 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.

 
2.6

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 14

 
ROCKFALL UK LIMITED
 

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

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

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.

 
2.11

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.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Page 15

 
ROCKFALL UK LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 Amortisation is provided on the following bases:

Computer software
-
33%
straight line

 
2.13

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.

Land is not depreciated. Depreciation on other assets is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, which have been detailed below.

Depreciation is provided on the following basis:

Leasehold property
-
20%
straight line
Plant and machinery
-
15%
-25% reducing balance and 33% straight line
Motor vehicles
-
25%
reducing balance
Fixtures and fittings
-
10%
-33% straight line

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.

 
2.14

Valuation of investments

Unlisted assets are valued at cost less accumulated impairment. The impairment will be remeasured at each balance sheet date. 

 
2.15

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

 
2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 16

 
ROCKFALL UK LIMITED
 

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

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

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.

 
2.20

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgments in applying accounting policies 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 on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and 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.

The directors do not consider there to be any key sources of estimations uncertainty other than not providing for depreciation on freehold property based on the opinion that the estimated residual value of the buildings are not materially different from the carrying value.

Page 17

 
ROCKFALL UK LIMITED
 

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

4.


Turnover

The whole of the turnover is attributable to the resale of footwear through wholesale and retail distribution outlets.

Analysis of turnover by country of destination:

2025
2024
£
£

United Kingdom
20,170,741
19,653,867

Rest of Europe
839,850
764,272

Rest of the world
633,362
587,998

21,643,953
21,006,137



5.


Other operating income

2025
2024
£
£

Other operating income
74,125
-

Net rents receivable
2,376
605

Sundry income
22,231
2,456

98,732
3,061



6.


Operating profit

The operating profit is stated after charging/(crediting):

2025
2024
£
£

Research & development charged as an expense
90,315
98,631

Exchange differences
350,446
(43,355)

Other operating lease rentals
438,339
416,464

Share-based payment
10,802
1,119

Amortisation of intangible assets
7,606
4,705

Depreciation of owned tangible assets
119,092
110,633

Page 18

 
ROCKFALL UK LIMITED
 

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

7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
10,250
8,820


8.


Employees

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


2025
2024
£
£

Wages and salaries
1,636,766
1,473,238

Social security costs
202,946
149,215

Cost of defined contribution scheme
188,056
157,458

2,027,768
1,779,911


Included in the amounts above are directors' pension contributions of £100,338 (2024: £120,869).

The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
47
44


9.


Directors' remuneration

2025
2024
£
£

Directors' emoluments
37,710
32,505



10.


Interest receivable

2025
2024
£
£


Other interest receivable
39,738
120,925

Page 19

 
ROCKFALL UK LIMITED
 

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

11.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
13,969
72,305


12.


Taxation


2025
2024
£
£

Corporation tax


Current tax on profits for the year
603,101
624,984

Adjustments in respect of previous periods
(63,108)
(121,217)


539,993
503,767


Total current tax
539,993
503,767

Deferred tax


Origination and reversal of timing differences
(6,073)
15,882

Adjustment in respect of prior periods
333
-

Total deferred tax
(5,740)
15,882


Tax on profit
534,253
519,649
Page 20

 
ROCKFALL UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
 
12.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 - 25%). The differences are explained below:

2025
2024
£
£


Profit on ordinary activities before tax
2,379,084
2,547,201


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
594,771
636,800

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,870
3,679

Adjustments to tax charge in respect of prior periods
(63,108)
(121,217)

Adjustments to tax charge in respect of previous periods - deferred tax
333
-

Fixed asset differences
387
387

Total tax charge for the year
534,253
519,649


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


13.


Dividends

2025
2024
£
£


Dividends
-
1,300,000

Page 21

 
ROCKFALL UK LIMITED
 

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

14.


Intangible assets




Computer software

£



Cost


At 1 January 2025
93,214


Additions
21,110



At 31 December 2025

114,324



Amortisation


At 1 January 2025
81,937


Charge for the year
7,607



At 31 December 2025

89,544



Net book value



At 31 December 2025
24,780



At 31 December 2024
11,277


Page 22

 
ROCKFALL UK LIMITED
 

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

15.


Tangible fixed assets


Leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Total

£
£
£
£
£



Cost


At 1 January 2025
7,737
80,742
356,575
155,445
600,499


Additions
28,500
18,667
139,061
20,864
207,092


Disposals
-
(41,568)
(63,837)
-
(105,405)



At 31 December 2025

36,237
57,841
431,799
176,309
702,186



Depreciation


At 1 January 2025
4,512
49,406
106,303
94,540
254,761


Charge for the year
3,584
13,128
76,743
25,637
119,092


Disposals
-
(28,329)
(40,698)
-
(69,027)



At 31 December 2025

8,096
34,205
142,348
120,177
304,826



Net book value



At 31 December 2025
28,141
23,636
289,451
56,132
397,360



At 31 December 2024
3,225
31,336
250,273
60,905
345,739


16.


Fixed asset investments





Unlisted investments

£



Cost or valuation


Additions
2,767



At 31 December 2025
2,767





17.


Stocks

2025
2024
£
£

Finished goods and goods for resale
3,996,651
4,033,679


Page 23

 
ROCKFALL UK LIMITED
 

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

18.


Debtors

2025
2024
£
£


Trade debtors
3,925,661
3,055,721

Amounts owed by group undertakings
38,660
17,617

Prepayments and accrued income
178,601
192,192

4,142,922
3,265,530


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.


19.


Cash and cash equivalents

2025
2024
£
£

Cash at bank and cash equivalents
3,377,144
3,448,638


Included in the figure above are cash equivalents of £nil.


20.


Creditors: Amounts falling due within one year

2025
2024
£
£

Import loan facility
-
885,864

Trade creditors
190,363
325,458

Amounts owed to group undertakings
30,000
107,995

Corporation tax
139,819
179,738

Other taxation and social security
83,108
44,223

Other creditors
139,309
127,219

Accruals and deferred income
508,331
422,763

1,090,930
2,093,260


Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

There is a debenture including fixed charge over all present freehold and leasehold property. First fixed charge over books and other debts, chattels, goodwill and uncalled capital both present and future.

As of 10 November 2025, there is an Unlimited Multilateral Guarantee for all entities within the Noon Group Holdings Limited.

Page 24

 
ROCKFALL UK LIMITED
 

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

21.


Deferred taxation




2025


£






At beginning of year
(34,316)


Charged to profit or loss
5,740



At end of year
(28,576)

The provision for deferred taxation is made up as follows:

2025
2024
£
£


Accelerated capital allowances
(34,316)
(17,111)

Short term timing differences
5,740
(17,205)

(28,576)
(34,316)


22.


Share capital

2025
2024
£
£
Authorised, allotted, called up and fully paid



100 (2024 - 100) Ordinary shares of £1.00 each
100
100



23.


Reserves

Profit and loss account

Includes all distributable current and prior period retained profit and losses.


24.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the Company in an independently administered fund. The pension cost charge
represents contributions payable by the Company to the fund and amounted to £188,056 (31 December
2024: £157,458). Contributions totalling £8,375 (31 December 2024: £7,266) were payable to the fund at
the balance sheet date and are included in creditors.

Page 25

 
ROCKFALL UK LIMITED
 

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

25.


Commitments under operating leases

At 31 December 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 1 year
171,150
175,743

Later than 1 year and not later than 5 years
14,208
185,358

185,358
361,101


26.


Related party transactions

The Company has taken advantage of the exemptions available with FRS 102 not to disclose details of any transactions between itself and fellow Group undertakings on the basis that it is a subsidiary undertaking where 100% of the voting rights are controlled within the Group whose consolidated financial statements are publicly available.

During the year, the Company paid £96,000 (2024: £71,200) in respect of rent charges to a director. 

No one outside of the directors are considered to be key management personnel.


27.


Controlling party

The immediate parent company is Noon Group Holdings Limited. There is not considered to be an ultimate controlling party as no individual owns more than 50% of the issues share capital in Noon Group Holdings Limited. 


Page 26