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Registered number: 16694693
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TYTAN PG LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 31 DECEMBER 2025
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TYTAN PG LIMITED
REGISTERED NUMBER:16694693
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 October 2026.
The notes on pages 2 to 10 form part of these financial statements.
Page 1
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Tytan PG Limited is a private company, limited by shares, registered in England and Wales. The Company's registered number is 16694693 and registered office address is Unit 2 Barnett Way, Barnwood, Gloucester, Gloucestershire, GL4 3RT.
The principal activity of the company during the period is the design and sale of ski and motorcycle helmets and accessories, principally through e-commerce and, to a lesser extent, third-party distributors.
This set of financial statements covers the period from incorporation, 4 September 2025, to the period ending 31 December 2025.
2.ACCOUNTING POLICIES
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BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The 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:
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FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS
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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);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Ruroc Global Holdings Limited as at 31 December 2025 and these financial statements may be obtained from Unit 2 Barnett Way, Barnwood, Gloucester, England, GL4 3RT.
Page 2
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
The Company's going concern status is intrinsically linked to the going concern status of the Group of which it is a wholly owned member, headed by Ruroc Global Holdings Limited. Therefore the going concern statements here include reference to the financial position and performance of the Group.
During the year ended 2025 the Group incurred a net loss of £107,485 (2024: loss of £6,241,403). At the year end the Group had net liabilities of £22,035,773 (2024: net liabilities of £21,928,288) and net current liabilities of £6,798,756 (2024: £9,164,166).
The Directors have prepared budgets and cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements, together with sensitised downside scenarios. These forecasts are based on the trading performance of the core business continuing in line with the Directors’ expectations, and on the ongoing support of the Group’s principal investor, BGF Investments LP, which has been forthcoming throughout the restructuring and since. In making this assessment, the Directors have had regard to the following:
∙The Group’s ability to generate sufficient positive operating cash flows to address its creditor obligations on an ongoing basis.
∙The continued support of BGF Investments LP, and the terms of the Group’s loan notes, under which interest is rolled up rather than settled in cash
∙The successful establishment of Tytan PG Limited and Enginehawk B.V. as the Group’s trading entities following the administration of Ruroc Limited and Ruroc B.V., which has simplified the Group’s structure, removed legacy liabilities and focused resources on the core business.
The forecasts indicate that the Group will have sufficient liquidity to meet its liabilities as they fall due throughout the forecast period. In the downside scenarios, the Group retains cash headroom throughout the period, and the Directors have identified further mitigating actions within their control that could be deployed if required. The Directors continue to monitor trading and cash closely and remain in regular dialogue with the Group’s funders. The Company is dependent on cash flows from the Group and the Directors have assessed the going concern position of the Company on the same basis.
The Company's net liabilities arise from amounts owed to group undertakings. Ruroc Global Holdings Limited and Enginehawk B.V. have confirmed that they will not seek repayment of the amounts owed to them for at least 12 months from the date of approval of these financial statements, other than to the extent the Company has funds available to repay them.
Having considered the matters set out above, the Directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future, and have therefore prepared these financial statements on a going concern basis.
Page 3
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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FOREIGN CURRENCY TRANSLATION
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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.
Foreign exchange gains and losses are presented within administrative expenses.
Revenue 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. Revenue 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
Revenue 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.
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 of 3 years once a project is ready for use.
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 4
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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 statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
GOODWILL
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the statement of comprehensive income over its useful economic life.
OTHER 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.
The estimated useful lives range as follows:
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.
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.ACCOUNTING POLICIES (CONTINUED)
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TANGIBLE FIXED ASSETS (CONTINUED)
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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.
Depreciation is provided on the following basis:
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.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Cost includes inbound freight and import duty.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
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.
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CASH AND CASH EQUIVALENTS
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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.
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.
Page 6
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
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The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects on that period, or in the period of revision and future periods if the revision affects both current and future periods.
The critical judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below.
Critical judgements:
Going concern
The assessment of the going concern status of the company is considered to be a key judgement due to the element of uncertainty in regards to future trading conditions, trading performance, cash flows, funding and creditor management. Management regularly prepare, monitor and revise weekly and monthly forecasts and engage in regular dialogue with funders and investors to ensure any risks are identified and addressed. The key judgments and considerations made by management in regards to going concern are detailed further in the specific going concern accounting policy.
Depreciation rates and residual values
Tangible fixed assets are depreciated over their useful economic lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Sources of estimation uncertainty:
Impairment of fixed assets
The company determines whether there are indicators of impairment of tangible and intangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Stock provision
The company determines whether there are conditions that exist at the balance sheet date that indicates that the net realisable value of individual stock lines are less than the carrying value. Such indicators include post year end sales, and market demand.
Bad debt provision
The company determines whether there are conditions that exist at the balance sheet date that indicates the recoverable value of debtors, including intercompany balances, is less than the carrying value. Such indicators include post year end cash receipts.
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The average monthly number of employees, including directors, during the period was 58.
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Page 7
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Long-term leasehold property
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Raw materials and consumables
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Page 8
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free, and repayable on demand.
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CASH AND CASH EQUIVALENTS
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CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
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Payments received on account
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.
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The Company operates a defined contribution 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 £16,456. Contributions totalling £23,616 were payable to the fund at the reporting date and are included within other creditors.
Page 9
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TYTAN PG LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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RELATED PARTY TRANSACTIONS
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The company has taken advantage of exemption in Section 33.1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland, not to disclose related party transactions with wholly owned subsidiaries within the group headed by Ruroc Global Holdings Limited.
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The immediate and ultimate parent company is Ruroc Global Holdings Limited, a company incorporated in England and Wales. Ruroc Global Holdings Limited prepare publicly available Consolidated Financial Statements for the smallest group and largest group of which the company is a member. The registered office of Ruroc Global Holdings Limited is: Unit 2 Barnett Way, Barnwood, Gloucester, England, GL4 3RT.
There is no ultimate controlling party.
The auditors' report on the financial statements for the period ended 31 December 2025 was unqualified.
The audit report was signed on 27 October 2026 by Matthew Haskell ACA (Senior statutory auditor) on behalf of Bishop Fleming Audit Limited.
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