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Registered number: 13639267 (England and Wales)
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
Ruggable UK Ltd. (the “Company”) operates as the manufacturing and UK distribution entity for the consolidated Ruggable group. The Company produces machine-washable rugs and related home décor products for sale within the United Kingdom and to its related party, Ruggable Netherlands B.V., which acts as the distributor for customers across the European Union (“EU”). The Company’s ultimate parent company is Ruggable LLC, a US-based entity that operates in North America, Europe, and Australia through its global subsidiaries.
During the year ended 31 January 2026, the Company continued manufacturing products for UK and EU markets through its online platform and through a retail partner’s online platform, generating turnover of £26.2 million in 2026, which was consistent with management expectations. The Company’s net profit for 2026 was £0.7 million, which includes intercompany revenues and expenses.
Operations during the year were carried out in the normal course of business. Management continued its focus on growing UK sales, building-out manufacturing and fulfillment capacity and supporting group-wide logistics across Europe. No exceptional or non-recurring items were recorded in the period. The Company had net assets as of 31 January 2025 and 2026 of £4.7 million and £5.4 million, respectively. The Company maintained positive cash balances, enabling ongoing investment in working capital and operational infrastructure.
The principal risks and uncertainties facing the Company, together with the actions taken to mitigate them, are as follows:
Supply-Chain Risk Dependence on international shipping and raw materials is mitigated by multi-supplier arrangements and safety-stock policies. Credit and Liquidity Risk The Company benefits from a positive cash position and, where necessary, financial support from the ultimate parent company, Ruggable LLC. Inflationary and Economic Risk Consumer spending pressures are monitored closely, and pricing strategies are adjusted to protect margins. Operational Risk Warehouse, production, and IT processes are subject to internal controls, periodic review, and continuous improvement initiatives. Cybersecurity Risk As a digitally focused organisation, the Company invests in network security, and access controls. The directors consider these risks to be appropriately managed and are not expected to materially impact the Company’s ongoing viability.
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STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
The directors use a range of financial key performance indicators ("KPIs") to monitor performance and inform decision-making.
The Company considers the following as its significant non-financial key performance indicators.
Employee headcount In 2026 there were 45 employees (2025 - 41). The Company recorded no regretted attrition during this period and continues to invest in employee training and learning and development. Production and fulfilment Manufacturing output and order fulfilment times remained within internal performance targets. Customer engagement Continued focus on product quality and service levels to enhance repeat purchase behavior.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2026
The directors present their report and the financial statements for the year ended 31 January 2026. In accordance with s414c (11) of the Companies Act 2006, certain information required to be presented in the Directors' Report has been provided in the Strategic Report.
The directors who served during the year were: The following changes to directorships were made after the year end but prior to the approval of these financial statements: N F Manolelis (appointed 1 February 2026) W E Berner Jr. (appointed 1 February 2026)
The profit for the year, after taxation, amounted to £679,723 (2025 - £911,875).
The directors do not recommend payment of a dividend (2025 - £Nil).
The Company plans to continue expansion into the UK market and is targeting various channels to do so. In the prior year, Ruggable LLC established a new subsidiary, Ruggable Poland S.P. Z.O.O. for the purposes of building out a European manufacturing facility. The new facility in Poland will help drive cost savings by eliminating UK to EU fulfillments and related duties and taxes. The creation of the Polish subsidiary means manufacturing volume pertaining to European sales will shift away from the UK subsidiary, allowing it to focus on the UK market.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2026
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 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.
There have been no significant events affecting the Company since the year end.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD.
We have audited the financial statements of Ruggable UK Ltd. (the 'Company') for the year ended 31 January 2026, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Cash Flows, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The 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).
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD. (CONTINUED)
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 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.
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD. (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the Company through discussions with the director and management and, from our commercial knowledge and experience;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures included but were not limited to reconciling revenue in total against supporting external reports and performing appropriate year end cut off testing.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUGGABLE UK LTD. (CONTINUED)
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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 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.
for and on behalf of
Chartered Accountants and Statutory Auditors
Birchin Court
5th Floor
19-25 Birchin Lane
United Kingdom
EC3V 9DU
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JANUARY 2026
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BALANCE SHEET
AS AT 31 JANUARY 2026
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BALANCE SHEET (CONTINUED)
AS AT 31 JANUARY 2026
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 28 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2026
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STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Ruggable UK Ltd. is a private company limited by shares and incorporated in England and Wales. The registered office is 5 New Street Square, London, United Kingdom, EC4A 3TW.
The principal activity of the Company is set out in the Strategic Report.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
As at 31 January 2026, the Company was in a net asset position. The Company has received written confirmation from its ultimate parent company, Ruggable LLC, that it will continue to provide financial support to the Company for a period of 12 months from the date of approving these financial statements.
In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from the ultimate parent company, through a review of the ultimate parent company's position and the budgeted cash requirements of the Company. Furthermore, the Company is expected to be largely self sufficient in the future, generating positive cash flows from sales of its own manufactured goods to the UK market. The directors have assessed the ability of the Company to continue operating on this basis for a period of at least 12 months from the date of signing these financial statements. The directors are confident that the Company will continue to be able to meet its obligations as liabilities fall due. For these reasons, the directors continue to prepare the financial statements on a going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
The Company earns revenues from other group companies based on transfer pricing policies which are determined through indepedent analysis of the group's activities. The Company recognises the revenue as services are delivered to other group companies.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
The Company records intercompany cost of goods sold transactions in the Statement of Comprehensive Income to ensure that the Company's profit margin is within an agreed upon transfer pricing arrangement with its parent company.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of REUs are modified before they vest, the increase in the fair value of the REUs, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
As an exception to the requirements, an entity shall not take into account the effects of Pillar Two legislation when measuring deferred tax assets and deferred tax liabilities.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
The estimated useful lives range as follows:
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans which are unsecured and repayable on demand.
Cash is represented by cash in hand and deposits with financial institutions.
Short term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured and repayable on demand.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
2.Accounting policies (continued)
measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
The estimates and assumptions that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities are addressed below. Share based payments Management have exercised judgement in assessing the treatment and disclosure of Restricted Equity Units ('REU') and their vesting conditions. Management have determined that the associated non-market conditions are unlikely to be satisfied in a timeframe that would result in ultimate vesting of the current REU's. As such, no expense has been recognised in this regard. Impairment of stock The directors review stock annually for any indication of impairment based on market conditions. This is a significant judgement which is unique to the Company's business model which ensures that raw materials can be utilised across various production lines enabling greater flexibility in relation to the inventory lines.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
3.Judgements in applying accounting policies (continued)
The Company makes provisions for returns based on its returns policy being 30 days, taking account of historic returns levels and available data at each year end about customer trends. The provision contains estimation uncertainty which may give rise to material misstatement in these financial statements. Capitalisation of freight and tariffs on inventory The Company records inventory at the lower of cost and net realisable value, included in cost is an estimation based on shared costs within the group of the Company's freight and tariff costs. The estimation is made based on the previous month's freight and tariff costs and the value of inventory on hand in the UK. This involves estimation to ensure that costs are evenly distributed and fluctuations may occur from month to month giving rise to the possibility of material changes in inventory balances in these financial statements. Useful life and valuation of tangible fixed assets The Company applies policies to depreciate its tangible fixed assets over their useful lives. These policies are based on management's judgement about the useful economic life of an asset which is informed by historic information and associated industry factors. On an annual basis classes of asset are reviewed for indicators of impairment, this includes estimation about the value in use of an asset and judgements relating to the continued useful life of those assets.
Analysis of turnover by country of destination:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
9.Taxation (continued)
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Capital contribution reserve
Profit and loss account
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2026
Ruggable LLC is the parent of the smallest group for which consolidated financial statements are drawn up of which the company is a member. The registered office of the parent company is 17809 S. Broadway
Gardena, CA 90248 United States
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