Registered No: 04338458
Rapala VMC UK Limited
Report and Financial Statements
31 December 2025
RAPALA VMC UK LIMITED
COMPANY INFORMATION
Directors
D Lennox
D Hodges
O Aho (resigned 23rd October 2025)
T Leino (appointed 23rd October 2025)
Company secretary
A Spencer
Company number
04338458
Registered office
The Development Centre
The Fosse Way
Cotgrave
Nottingham
NG12 3HG
Auditors
UHY Hacker Young
14 Park Row
Nottingham
NG1 6GR
RAPALA VMC UK LIMITED
CONTENTS
Page
Strategic report
1-2
Directors' report
3-4
Statement of Directors' responsibilities
5
Independent auditors' report
6-8
Income Statement
9
Statement of Other Comprehensive Income
9
Balance sheet
10
Statement of Changes in Equity
11
Notes to the financial statement
12-23
RAPALA VMC UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their strategic report for the year ended 31 December 25.
Principal activities and review of the business
The principal activity of the company in the year under review was that of fishing bait manufacturers and wholesalers, along with the wholesale distribution of fishing tackle and accessories.
In 2025 Sales of Baits and Fishing Tackle and Accessories were up 1% on 2024 Sales.
Overall gross margin was 32%, a 3% increase on 2024.
The operating profit for the year, before exceptional items, amounted to £363,244 (2024: £313,398). The profit for the year, after taxation, amounted to £227,647 (2024: £10,438).
Principal risks and uncertainties
The management of the company and its strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to customer retention, competition from other manufacturers, continuity of product supply and bad debt.
Rapala VMC UK is essentially a brand owner and manufacturer of fishing bait. Its success is dependent on strong relationships and brand focused marketing to both customer and consumer, high levels of customer service and expertise within the company, and an innovative new product development cycle. UK growth has been underpinned by the correct marketing investment in social media and in-store presence, which connects the consumers with the brands.
Third party sales amounted to 77% (2024 - 73%) of total turnover with 23% (2024 - 27%) of sales into Rapala Group companies worldwide to maximise group profits on own branded goods.
The company places considerable attention on the timing and fulfilment levels of product supply, in the UK where orders are supplied directly to retailers weekly (high volume, smaller value), and also to export wholesalers in larger less frequent consignments. This commitment to lead times and fulfilment is critical to optimise product sales due to the nature of the product as fast moving consumer goods (FMCG) and the seasonal aspect of fishing.
The company continually monitors pricing from suppliers of key ingredients, in both Euros and GBP, to minimise the cost of sales risk, in addition to understanding the additional costs associated with importation as a consequence of Brexit. The company uses hedging contracts to manage currency risk; however none were implemented in 2025.
1
Key performance indicators (KPIs)
The key financial and other performance indicators during the year were as follows;
Sales growth and Inventory Turnover
By order of the board
D Lennox, Director
Dated: 20-05-2026
Registered No: 04338458
2
RAPALA VMC UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and financial statements for the year ended 31 December 2025.
Results and Dividends
The profit for the year after taxation amounted to £227,647 (2024 – £10,438). No dividends were paid during the year. The directors do not recommend a final dividend (2024 – £nil).
Going concern
As at 31 December 2025 the Company is in a net assets overall are £160,109 negative (2024 net assets £387,756 negative). The Company is dependent upon its parent undertaking Rapala VMC Oyj, for financial support. A letter of support has been received by the Company from Rapala VMC Oyj for a period of at least 12 months from the date of approving these financial statements (“the review period”). Rapala VMC Oyj (‘the Group'), in the opinion of the directors, have adequate financial resources, which are continually monitored by group management.
Therefore, after obtaining a letter of support and making enquiries, the directors of the Company believe that the Company has adequate resources to continue in operational existence for the review period. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.
Future Developments
The directors remain committed to building credible and sustainable fishing brands in support of the Rapala VMC global vision to become the number one global sport fishing company. This will be achieved with a strong focus on consumers, customers, operational excellence, and through leveraging opportunities provided by the global Rapala VMC supply chain in order to realise global sales growth with both our existing, and new, Bait products and our range of Branded Fishing Tackle and Accessories.
Research and Development
The company continues to invest in R&D activities which seek to expand and develop our existing product ranges to enhance the experience of the end consumer.
Directors
The directors who served during the year were:
D Lennox
D Hodges
O Aho (resigned 23rd October 2025)
T Leino (appointed 23rd October 2025)
3
Provision 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
•
That director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the company's auditors in connection with preparing their report and to establish that the company's auditors are aware of that information
Appointment of auditors
UHY Hacker Young were re- appointed as auditor to the company and in accordance with section 487(2) of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a general meeting.
This report was approved by the board on 20-05-2026 and signed on its behalf by
D Lennox, Director
Dated:
20-05-2026
2026-05-20
4
RAPALA VMC UK LIMITED
STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE YEAR ENDED 31 DECEMBER 2025
5
The directors are responsible for preparing the Strategic Report, 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 the law that the directors have elected in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards with applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
•
Select suitable accounting policies and then apply them consistently;
•
Make judgements and estimate that are reasonable and prudent;
•
State whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
•
Prepare the financial statements on the going concern basis unless it is inappropriate to presume the company will continue in business.
The directors are responsible for the keeping of adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RAPALA VMC UK LIMITED
Opinion
We have audited the financial statements of Rapala VMC UK Limited (the 'company') for the year ended 31 December 2025 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice).
6
In our opinion, the financial statements:
•
give a true and fair view 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 Auditor's responsibilities for the audit of the financial statements section of our report below. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and 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.
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAPALA VMC UK LIMITED
Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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 and the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
•
the financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors' remuneration specified by law are not made; or
•
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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.
7
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RAPALA VMC UK LIMITED
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to UK tax legislation, employment and health and safety regulation, anti-bribery, corruption and fraud, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit. Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, enquiries of management, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Andrew Timms (Senior Statutory Auditor)
for and on behalf of UHY Hacker Young
26-05-2026
2026-05-26
Chartered Accountants
Statutory Auditor
14 Park Row
Nottingham
NG1 6GR
8
RAPALA VMC UK LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
2025
2024
Notes
£
£
Turnover
3
8,610,793
8,545,741
Cost of Sales
(5,812,743)
(6,065,613)
Gross Profit
2,798,050
2,480,128
Administrative Expenses
(2,434,806)
(2,166,730)
Operating Profit
4
363,244
313,398
Interest Payable and Similar Charges
7
(242,175)
(308,246)
Interest Receivable and Similar Income
8
106,578
5,286
Profit on Ordinary Activities Before Taxation
227,647
10,438
Tax on Profit on Ordinary Activities
10
-
-
Profit for the Financial Year
227,647
10,438
The income statement has been prepared on the basis that all operations are continuing operations.
STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
There is no other comprehensive income for 2025 or 2024 other than the profit attributable to the shareholders of the company of £227,647 in the year ended 31 December 2025 (2024 – £10,438).
9
RAPALA VMC UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
2025
2024
Notes
£
£
Fixed Assets
Goodwill
10
600,000
600,000
Intangible assets
11
45,878
26,402
Investments
12
100
100
Tangible assets
13
430,858
601,537
1,076,836
1,228,039
Current Assets
Stocks
14
2,132,960
2,225,744
Debtors amounts falling due within one year
15
575,125
943,817
Cash at bank and in hand
19,313
19,232
2,727,398
3,188,793
Creditors: amounts falling due within one year
16
(3,964,343)
(4,710,117)
Net current (liabilities)
(1,236,945)
(1,521,324)
Total assets less current liabilities
(160,109)
(293,285)
Creditors: amounts falling due in more than one year
16
-
(94,471)
Deferred Taxation
17
-
-
Net Assets
(160,109)
(387,756)
Capital and Reserves
Called up Share Capital
18
3,035,295
3,035,295
Share Premium Account
16,589
16,589
Profit and Loss Account
(3,211,993)
(3,439,640)
Shareholders' Funds
(160,109)
(387,756)
The financial statements were approved by the board of directors and authorised for issue on
20-05-26
2026-05-20
, and are signed on its behalf by:
D Lennox
Director
Company Registration No: 04338458
The notes on pages 12 to 23 form part of these Financial Statements
10
RAPALA VMC UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
Share capital
Share premium account
Retained earnings
Total
£
£
£
£
At 1 January 2024
3,035,295
16,589
(3,450,078)
(398,194)
Profit for the year
-
-
10,438
10,438
Total comprehensive income
-
-
10,438
10,438
At 31 December 2024 and 1 January 2025
3,035,295
16,589
(3,439,640)
(387,756)
Profit for the year
-
-
227,647
227,647
Total comprehensive income
-
-
227,647
227,647
At 31 December 2025
3,035,295
16,589
(3,211,993)
(160,109)
11
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1 Authorisation of financial statements and statement of compliance with FRS 101
The financial statements of Rapala VMC UK Limited were approved for issue by the Board of Directors on 20-05-2026. Rapala VMC UK Limited is incorporated and domiciled in England.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The Company has taken advantage of the exemption under s400 of the Companies Act 2006 not to prepare group accounts as it is a wholly owned subsidiary of Rapala VMC Oyj. The results of Rapala VMC Oyj are available from Rapala VMC Oyj, Mäkelänkatu 91, 00610 Helsinki, Finland.
The principal accounting policies adopted by the Company are set out in Note 2.
2 Accounting Policies
2.1 Basis of Presentation of Financial Statements
Rapala VMC UK (the ‘Company') is a private limited company incorporated and domiciled in England, the registered company number is 04338458, and the registered office address is The Development Centre, The Fosse Way, Cotgrave, Nottingham, NG12 3HG. The Company meets the definition of a qualifying entity under Financial Reporting Standard 101 issued by the Financial Reporting Council, and is included in the consolidated financial statements of Rapala VMC Oyj, which are publicly available (see note 22). These financial statements were prepared in accordance with Financial Reporting Standard 101 ‘The Financial Reporting standard applicable in the UK and Republic of Ireland'.
The accounting policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 December 2025. The Company has taken advantage of the following disclosure exemptions under FRS 101:
(b) the requirements of IFRS 7 Financial Instruments: Disclosures;
(c) the requirements of paragraphs 91 – 99 of IFRS 13 Fair Value Measurement;
(d) the requirements of paragraphs 10(d), 10(f), 39(c) and 134-136 of IAS 1 Presentation of Financial Statements;
(e) the requirements of IAS 7 Statement of Cash Flows;
(f) the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
(g) the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
(h) the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
There have been no other changes to accounting policies during the year.
The financial statements are prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), FRS 101 ‘Reduced Disclosure Framework', which have been applied consistently (except as otherwise stated).
2.2 Group Financial Statements
The company was, at the end of the year, a wholly owned subsidiary of another company incorporated in the EEA and in accordance with section 400 of the Companies Act 2006, is not required to produce, and has not published, group financial statements.
12
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2 Accounting policies (continued)
2.3 Turnover
Turnover comprises revenue recognised by the company in respect of goods and services supplied during the year, exclusive of Value Added Tax and trade discounts.
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the good have passed to the buyer, usually on dispatch of goods.
2.4 Goodwill
Goodwill is initially measured at cost being the excess of the cost of the acquisition over the company's share of the assets and liabilities recognised on acquisition. Subsequently in accordance with IFRS 3 ‘Business Combinations' and IAS 36 ‘Impairment of Assets', goodwill is not amortised but is reviewed annually for impairment or whenever there is an indicator of impairment. The impairment review is performed based on a value in use model taking into account the present value of the future cash flows expected to be derived from the business as a cash-generating unit. The cash flows used include returns related to the Company being a part of the Rapala group and its contribution to global sales of the Company's products.
This is a departure from the requirement of paragraph 22 of Schedule 1 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (‘the Regulations') that goodwill is carried at cost reduced by provisions for amortisation calculated to write off the goodwill systematically over a period chosen by the Directors, which does not exceed its useful economic life. As the company's treatment of goodwill conflicts with the Regulations, the Directors have invoked a true and fair override in order to overcome the prohibition on non-amortisation of goodwill in the Companies Act 2006. Assuming a useful life of 15 years, the loss for the year would have been the same if the goodwill was amortised. The goodwill would have been fully written down in previous years with the brought and carried forward net book value being £nil.
2.5 Intangible Fixed Assets
The carrying values of intangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
Software
-
33% straight line
Website
-
20% straight line
13
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2 Accounting policies (continued)
2.6 Tangible Fixed Assets and Depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of the fixed assets, less their estimated residual value, over their expected useful lives on the following bases.
Plant & machinery
-
20% straight line
Fixtures & fittings
-
15/50% straight line
Computer equipment
-
33% straight line
Leasehold buildings
-
10/20% straight line
Motor Vehicles
-
33% straight line
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
2.7 Investments
Investments held as fixed assets are shown at cost less provisions for impairment.
2.8 Leasing and Hire Purchase
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
14
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2 Accounting policies (continued)
2.9 Stocks
Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow-moving stocks. Cost includes all costs incurred in bringing each product to its present location and conditions and includes the cost of direct materials and labour.
2.10 Deferred Taxation
Full provision is made for deferred tax assets and liabilities arising from all timing differences between the recognition of gains and losses in the financial statements and recognition in the tax computation. A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be a suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantially enacted at the balance sheet date.
2.11 Foreign Currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the Income statement.
2.12 Interest bearing loans and borrowings
Interest bearing loans and borrowings are initially recognised at net proceeds. After initial recognition debt is increased by the finance cost in respect of the reporting period and reduced by repayments made in the period. Finance costs of debt are allocated over the term of the debt on a straight line basis.
2.13 Interest Income
Interest income is recognised as it is earned under the accruals basis.
2.14 Going Concern
As at 31 December 2025 the Company is in a net current liabilities position of £1,236,945 (2024 net current liabilities position of £1,521,324). The Company is dependent upon its parent undertaking Rapala VMC Oyj, for financial support. A letter of support has been received by the Company from Rapala VMC Oyj for a period of at least 12 months from the date of approving these financial statements (“the review period”). Rapala VMC Oyj (‘the Group'), in the opinion of the directors, have adequate financial resources, which are continually monitored by group management.
Therefore, after obtaining a letter of support and making enquiries, the directors of the Company believe that the Company has adequate resources to continue in operational existence for the review period. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements.
2.15 Functional and presentational currency
The functional and presentational currency of the company has been assessed as being GBP Sterling (£).
15
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3 Turnover
The whole of the turnover is attributable to the manufacture and wholesale of fishing bait.
A geographical analysis of turnover is as follows:
2025
2024
£
£
United Kingdom
6,528,799
6,081,731
Europe
2,062,997
2,385,065
Rest of World
18,997
78,945
8,610,793
8,545,741
4 Operating Profit
The operating profit is stated after charging/ (crediting):
2025
2024
£
£
Amortisation – intangible fixed assets
11,811
8,062
Depreciation of tangible fixed assets
- Owned by the company
152,152
178,830
- Leased Assets
104,868
114,797
(Gain)/loss on foreign exchange
(104,932)
25,893
Audit of the financial statements
26,400
25,400
Inventories recognised as an expense
4,686,604
5,019,258
16
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
5 Staff Costs
Staff costs, including directors' remuneration, were as follows:
2025
2024
£
£
Wages and salaries
2,003,171
1,951,495
Social security costs
234,826
175,758
Pension Contributions
38,841
35,466
2,276,838
2,162,719
The average number of employees, including the directors, during the year was as follows:
2025
2024
No.
No.
Production
26
26
Distribution
14
15
Administration
15
15
Research and development
1
1
56
57
6 Director's remuneration
2025
2024
£
£
Emoluments
206,442
191,225
Certain directors are also directors or officers of a number of companies within the group. These companies are not currently trading and therefore do not occupy any of the directors time or expense.
7 Interest Payable
2025
2024
£
£
On bank loans and overdrafts
237,012
271,982
Foreign exchange losses
-
25,893
On finance leases
5,163
10,371
242,175
308,246
8 Interest Receivable
2025
2024
£
£
Foreign exchange gains
104,932
-
Interest Income
1,646
5,286
106,578
5,286
17
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
9 Taxation
2025
2024
£
£
(a) Analysis of tax in the year
Current tax (see note 9(b))
-
-
Deferred tax (see note 17)
-
-
Tax on profit on ordinary activities
-
-
There was no charge to tax due to the brought forward losses which offset the profit made in the year.
(b) 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 activates before tax
227,647
10,438
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2024 – 25%)
56,912
2,610
Effects of:
Expenses not deductible for tax purposes
269
357
Other timing differences
6,939
8,446
Unrelieved tax losses and other deductions
(64,493)
(11,743)
Other tax adjustments, reliefs and transfers
373
330
Total tax for the year (see note 9(a))
-
-
18
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10 Goodwill
Deemed cost and net book value
Total
At 31 December 2024 and 31 December 2025
600,000
The goodwill included above was recognised on transition to FRS 101 on 1 January 2014. See note 2.4 for further details.
11 Intangible assets
Software
Cost
At 31 December 2024
129,226
Additions
31,286
Transfer from tangible assets
4,000
Disposals
0
At 31 December 2025
160,512
Amortisation
At 31 December 2024
102,825
Charge for the year
11,810
Disposals
0
At 31 December 2025
114,634
Net book value
At 31 December 2025
45,878
At 31 December 2024
26,402
19
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
12 Investments
Shares in Group Undertaking
£
Cost
At 31 December 2024 and 31 December 2025
40,000
Impairment
At 31 December 2024 and 31 December 2025
(39,900)
Net book value
At 31 December 2025
100
At 31 December 2024
100
The detail of the subsidiary undertaking is as follows:
Name
Activity
Holding
Normark UK Sport Ltd
Dormant
100%
The wholly owned subsidiary, incorporated and operating within Great Britain, is held directly and the shareholding is held in ordinary shares . The registered office is The Development Centre, The Fosse Way, Cotgrave, Nottingham, NG12 3HG.
20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
13 Tangible Fixed Assets
Computer Equipment
Plant & Machinery
New Build & Leasehold
Fixtures & Fittings
Motor vehicles held under lease
Total
£
£
£
£
£
£
Cost
At 31 December 2024
130,147
1,463,735
1,156,923
581,040
102,305
3,434,150
Additions
26,195
50,818
-
12,923
4,900
94,836
Disposals
-
(77,971)
-
(32,039)
(10,958)
(120,968)
Transfer to intangible assets
-
-
(4,000)
-
-
-
At 31 December 2025
156,342
1,436,582
1,152,923
561,924
96,247
3,408,018
Depreciation
At 31 December 2024
118,598
1,401,070
746,194
496,607
70,144
2,832,613
Charge for the year
9,333
36,471
142,472
45,935
22,809
257,020
On disposals
-
(77,271)
-
(28,244)
(10,958)
(116,473)
At 31 December 2025
127,931
1,360,270
888,666
514,298
81,995
2,973,160
Net book value
At 31 December 2025
28,411
76,312
264,257
47,626
14,252
434,858
At 31 December 2024
11,549
62,665
410,729
84,433
32,161
601,537
Tangible fixed assets includes right-of-use assets, as follows:
Right of use assets
2025
2024
£
£
Net book values
New Build & Leasehold
85,597
188,313
Motor vehicles
-
17,037
85,597
205,350
Depreciation charge for the year
New Build & Leasehold
102,716
102,716
Motor vehicles
2,152
12,081
104,868
114,797
14 Stocks
2025
2024
£
£
Raw materials & Finished goods
2,129,150
2,222,848
Consumables
3,810
2,896
2,132,960
2,225,744
Included within stock is a stock provision of £303,783 (2024 - £330,693).
21
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
15 Debtors
Amounts due within one year:
2025
2024
£
£
Trade debtors
326,665
217,393
Amounts owed by group undertakings
144,247
674,936
Prepayments
104,213
51,488
575,125
943,817
16 Creditors
Amounts falling due within one year:
2025
2024
£
£
Bank Overdraft
19,776
14,448
Trade creditors
313,436
355,672
Amounts owed to group undertakings
3,088,255
3,735,978
Social security and other taxes
109,432
114,911
Other creditors
31,592
30,471
Finance leases and hire purchase - Motor Vehicles
-
17,039
Finance leases and hire purchase - Property Lease
94,471
110,159
Accruals and deferred income
307,381
331,439
3,964,343
4,710,117
Amounts falling due after one year
Finance leases and hire purchase - Property Lease
-
94,471
-
94,471
17 Deferred Tax Provision
Deferred tax
The deferred tax provided in the balance sheet is analysed as follows:
2025
2024
£
£
Accelerated capital allowances
81,712
83,348
Short term timing differences - trading
(12,205)
(23,333)
Tax losses and other deductions
(69,507)
(60,015)
-
-
Unprovided deferred tax asset
952,077
1,023,523
Tax rate
25%
25%
The unrecognised deferred tax asset in respect of these as at 31 December 2025 was £952,077 (2024 – £1,023,523). This has not been recognised on the grounds that there is insufficient short term evidence that the asset will be recoverable against future taxable income. However, the directors feel, based on expectations and plans, that the long term future of the asset is that it is recoverable.
22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
18 Authorised Share capital
2025
2024
£
£
Allotted, called up and fully paid
3,035,295 Ordinary shares of £1 each
3,035,295
3,035,295
19 Related party transactions
During the year the company leased premises from Roger Twidale Farms Limited, a company in which M Twidale (a member of key management) held 48% of the shares. During the year, rent, service and insurance were paid which totalled £123,462 (2024 - £123,862).
20 Ultimate parent undertaking and controlling party
The company is a 100% subsidiary of Rapala VMC Oyj, a company incorporated in Finland, and listed on the OMX stock exchange, Helsinki. Group accounts can be obtained from Rapala VMC Oyj, Mäkelänkatu 91, 00610 Helsinki, Finland.
23
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