ACCOUNTS - Final Accounts preparation


Caseware UK (AP4) 2020.0.247 2020.0.247 2021-04-302021-04-302021-04-30true2020-05-01falseHolding company55false 08997654 2020-05-01 2021-04-30 08997654 2019-05-01 2020-04-30 08997654 2021-04-30 08997654 2020-04-30 08997654 2019-05-01 08997654 2 2020-05-01 2021-04-30 08997654 2 2019-05-01 2020-04-30 08997654 d:Director4 2020-05-01 2021-04-30 08997654 d:Director4 2021-04-30 08997654 d:Director5 2020-05-01 2021-04-30 08997654 d:Director5 2021-04-30 08997654 d:Director6 2020-05-01 2021-04-30 08997654 d:Director6 2021-04-30 08997654 d:Director7 2020-05-01 2021-04-30 08997654 d:Director7 2021-04-30 08997654 d:Director8 2020-05-01 2021-04-30 08997654 d:Director8 2021-04-30 08997654 d:Director9 2020-05-01 2021-04-30 08997654 d:Director9 2021-04-30 08997654 d:Director10 2020-05-01 2021-04-30 08997654 d:Director10 2021-04-30 08997654 d:Director11 2020-05-01 2021-04-30 08997654 d:Director11 2021-04-30 08997654 d:Director12 2020-05-01 2021-04-30 08997654 d:Director12 2021-04-30 08997654 d:Director13 2020-05-01 2021-04-30 08997654 d:Director13 2021-04-30 08997654 d:Director14 2020-05-01 2021-04-30 08997654 d:Director14 2021-04-30 08997654 d:RegisteredOffice 2020-05-01 2021-04-30 08997654 d:Agent1 2020-05-01 2021-04-30 08997654 e:Buildings e:LongLeaseholdAssets 2020-05-01 2021-04-30 08997654 e:PlantMachinery 2020-05-01 2021-04-30 08997654 e:MotorVehicles 2020-05-01 2021-04-30 08997654 e:OfficeEquipment 2020-05-01 2021-04-30 08997654 e:DevelopmentCostsCapitalisedDevelopmentExpenditure 2020-05-01 2021-04-30 08997654 e:Goodwill 2020-05-01 2021-04-30 08997654 e:OtherResidualIntangibleAssets 2020-05-01 2021-04-30 08997654 e:CurrentFinancialInstruments 2021-04-30 08997654 e:CurrentFinancialInstruments 2020-04-30 08997654 e:CurrentFinancialInstruments e:WithinOneYear 2021-04-30 08997654 e:CurrentFinancialInstruments e:WithinOneYear 2020-04-30 08997654 e:ShareCapital 2020-05-01 2021-04-30 08997654 e:ShareCapital 2021-04-30 08997654 e:ShareCapital 2019-05-01 2020-04-30 08997654 e:ShareCapital 2020-04-30 08997654 e:ShareCapital 2019-05-01 08997654 e:SharePremium 2020-05-01 2021-04-30 08997654 e:SharePremium 2021-04-30 08997654 e:SharePremium 2 2020-05-01 2021-04-30 08997654 e:SharePremium 2019-05-01 2020-04-30 08997654 e:SharePremium 2020-04-30 08997654 e:SharePremium 2019-05-01 08997654 e:SharePremium 2 2019-05-01 2020-04-30 08997654 e:OtherMiscellaneousReserve 2020-05-01 2021-04-30 08997654 e:OtherMiscellaneousReserve 2021-04-30 08997654 e:OtherMiscellaneousReserve 2 2020-05-01 2021-04-30 08997654 e:OtherMiscellaneousReserve 2019-05-01 2020-04-30 08997654 e:OtherMiscellaneousReserve 2020-04-30 08997654 e:OtherMiscellaneousReserve 2019-05-01 08997654 e:OtherMiscellaneousReserve 2 2019-05-01 2020-04-30 08997654 e:RetainedEarningsAccumulatedLosses 2020-05-01 2021-04-30 08997654 e:RetainedEarningsAccumulatedLosses 2021-04-30 08997654 e:RetainedEarningsAccumulatedLosses 2 2020-05-01 2021-04-30 08997654 e:RetainedEarningsAccumulatedLosses 2019-05-01 2020-04-30 08997654 e:RetainedEarningsAccumulatedLosses 2020-04-30 08997654 e:RetainedEarningsAccumulatedLosses 2019-05-01 08997654 e:RetainedEarningsAccumulatedLosses 2 2019-05-01 2020-04-30 08997654 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2021-04-30 08997654 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2020-04-30 08997654 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:UnlistedNon-exchangeTraded 2021-04-30 08997654 e:FinancialLiabilitiesFairValueThroughProfitOrLoss e:UnlistedNon-exchangeTraded 2020-04-30 08997654 d:OrdinaryShareClass1 2020-05-01 2021-04-30 08997654 d:OrdinaryShareClass1 2021-04-30 08997654 d:OrdinaryShareClass1 2020-04-30 08997654 d:OrdinaryShareClass2 2020-05-01 2021-04-30 08997654 d:OrdinaryShareClass2 2021-04-30 08997654 d:OrdinaryShareClass2 2020-04-30 08997654 d:OrdinaryShareClass3 2020-05-01 2021-04-30 08997654 d:OrdinaryShareClass3 2021-04-30 08997654 d:OrdinaryShareClass3 2020-04-30 08997654 d:OrdinaryShareClass4 2020-05-01 2021-04-30 08997654 d:OrdinaryShareClass4 2021-04-30 08997654 d:OrdinaryShareClass4 2020-04-30 08997654 d:OrdinaryShareClass5 2020-05-01 2021-04-30 08997654 d:OrdinaryShareClass5 2021-04-30 08997654 d:OrdinaryShareClass5 2020-04-30 08997654 d:FRS102 2020-05-01 2021-04-30 08997654 d:Audited 2020-05-01 2021-04-30 08997654 d:FullAccounts 2020-05-01 2021-04-30 08997654 d:PrivateLimitedCompanyLtd 2020-05-01 2021-04-30 08997654 e:Subsidiary1 2020-05-01 2021-04-30 08997654 e:Subsidiary1 1 2020-05-01 2021-04-30 08997654 e:Subsidiary2 2020-05-01 2021-04-30 08997654 e:Subsidiary2 1 2020-05-01 2021-04-30 08997654 e:Subsidiary3 2020-05-01 2021-04-30 08997654 e:Subsidiary3 1 2020-05-01 2021-04-30 08997654 e:Subsidiary4 2020-05-01 2021-04-30 08997654 e:Subsidiary4 1 2020-05-01 2021-04-30 08997654 d:Consolidated 2021-04-30 08997654 d:ConsolidatedGroupCompanyAccounts 2020-05-01 2021-04-30 08997654 2 2020-05-01 2021-04-30 08997654 6 2020-05-01 2021-04-30 08997654 e:ShareCapital 2 2020-05-01 2021-04-30 08997654 e:ShareCapital 2 2019-05-01 2020-04-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 08997654
















RUROC GLOBAL HOLDINGS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 APRIL 2021


































img582e.png


RUROC GLOBAL HOLDINGS LIMITED

 
COMPANY INFORMATION


DIRECTORS
B K Rees (resigned 26 March 2021)
D J Rees (resigned 1 April 2022)
M E Rees (resigned 17 December 2021)
D J Cox (resigned 31 December 2020)
D Tapson (resigned 25 January 2022)
O Garland (appointed 16 June 2021, resigned 1 April 2022)
S Worgan (appointed 1 January 2021, resigned 1 April 2022)
A J Garfitt (resigned 17 June 2020)
N J Dorbin (appointed 25 January 2022)
W H Nash (appointed 6 September 2021)
P W Smythe (appointed 3 September 2021)




REGISTERED NUMBER
08997654



REGISTERED OFFICE
Unit 2 Barnett Way
Barnwood

Gloucester

GL4 3RT




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

1-3 College Yard

Worcester

WR1 2LB




BANKERS
Barclays Bank Plc

Leicester

Leicestershire

LE87 2BB






RUROC GLOBAL HOLDINGS LIMITED


CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Statement of Financial Position
11
Company Statement of Financial Position
10
Consolidated Statement of Changes in Equity
13
Company Statement of Changes in Equity
14
Consolidated Statement of Cash Flows
15 - 16
Consolidated Analysis of Net Debt
16
Notes to the Financial Statements
17 - 34



RUROC GLOBAL HOLDINGS LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2021

INTRODUCTION
 
The directors present their Strategic Report for the year ended 30 April 2021.

PRINCIPAL ACTIVITY AND BUSINESS REVIEW
 
The principal activity of the company during the year continued to be that of a holding company.
The principal activity of the group during the period was the design, manufacture and subsequent e-commerce sale of ski & motorcycle helmets and motorcycle jackets. 
The directors aim to ensure the company continues to produce sustained growth within its principal activities.  It also expects to utilise its strong supply chain, over the forthcoming period, to diversify its product solution. This will further strengthen its service level, enhancing customer loyalty as well as bringing new opportunities for profitable growth.

Page 1


RUROC GLOBAL HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021

PRINCIPAL RISKS AND UNCERTAINTIES
 
The directors constantly monitor the risks and uncertainties facing the company with particular reference to the exposure on exchange rates, liquidity, stocks, interest rates and credit risks. They are confident that there are suitable policies in place and there are no material risks and uncertainties which have not been considered.
The company uses various financial instruments which include loans, cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company’s operations.
The existence of these financial instruments exposes the company to a number of financial risks, which are described in more detail below.
The main risks arising from the company’s financial instruments are currency risk, interest rate risk, credit risk and liquidity risk. The directors review and agree policies for managing each of these risks and they are summarised below.
Currency Risk
The company has minimal exposure to translation and transaction foreign exchange risk. The global trading profile of the company means that the majority of its exposure is naturally hedged. 
Liquidity Risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by utilising related company funds.
Interest Rate Risk
The company finances its operations through a mixture of retained profits, related company funds and loans.  The company’s exposure to interest rate fluctuations on its borrowings is managed by actively looking to reduce its working capital requirement.
Credit Risk
The company’s principal financial assets are stock and trade debtors. There is minimal risk associated to trade debtors due to the company’s direct to consumer business model. All payments are made at the point of order. 
COVID-19
The uncertainty arising as a result of the COVID-19 pandemic remains, however, the level of risk is significantly reduced and continues to fall. Lack of ability to travel has put pressure on production and has exposed the business to using expensive methods of freight. The directors are actively working on resolving this in the near term. 

Page 2


RUROC GLOBAL HOLDINGS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021

FINANCIAL KEY PERFORMANCE INDICATORS
 
The directors use a number of measures to monitor and benchmark the performance of the company and these are continually monitored throughout the year.
The group’s main performance indicators have been identified as turnover and gross profit margin and operating profit margin. The COVID-19 pandemic affected the group's performance for the year. The inability to travel had a direct impact on production volumes which led to customer delays. This in turn forced the group to transport its good via air freight at a significant cost variance. Despite this turnover increased by £9,852,526 +92% for the period ended April 2021 compared to the period ended April 2020. However the gross profit margin only increased by £1,143,198, +54%. The operating loss of the group increased by (£2,287,616), +208%. The impact of the pandemic has not restricted the group’s ability to sell, however it has but immense strain on its supply chain which has therefore resulted in a much lower gross profit contribution. This situation has been addressed with the appointment of a new Chief Operating Officer in June 2021 who is already making the desired impact on production and freight efficiencies. Post year end the strong sales growth continues to trend in the right direction and the directors expect to the business to return back to profitability in 2022. 


This report was approved by the board on 30 April 2022 and signed on its behalf.



P W Smythe
Director

Page 3


RUROC GLOBAL HOLDINGS LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2021

The directors present their report and the financial statements for the year ended 30 April 2021.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the group and of the profit or loss of the group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the group's financial statements and then apply them consistently;

make judgements and accounting estimates 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 that the group 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 the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £3,500,358 (2020: loss of £1,109,453).

No dividends were declared or paid during the year (2020: £Nil).

DIRECTORS

The directors who served during the year were:

B K Rees (resigned 26 March 2021)
D J Rees (resigned 1 April 2022)
M E Rees (resigned 17 December 2021)
D J Cox (resigned 31 December 2020)
D Tapson (resigned 25 January 2022)
O Garland (appointed 16 June 2021, resigned 1 April 2022)
S Worgan (appointed 1 January 2021, resigned 1 April 2022)
A J Garfitt (resigned 17 June 2020)

FUTURE DEVELOPMENTS

FY22 trading has started extremely strong despite continued tough trading conditions as a result of COVID-19. The financial results for the year ended 30 April 2022 will again show a significant increase in revenue and a return to profitability.

Page 4


RUROC GLOBAL HOLDINGS LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021
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 and the group'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 and the group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

Subsequent to the year end there has been further shares and loan notes entered into by the Group. These will be accounted for in the next financial year.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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






P W Smythe
Director

Date: 30 April 2022

Unit 2 Barnett Way
Barnwood
Gloucester
GL4 3RT

Page 5


RUROC GLOBAL HOLDINGS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUROC GLOBAL HOLDINGS LIMITED
OPINION


We have audited the financial statements of Ruroc Global Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2021, which comprise the Consolidatec Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows, Consolidated Analysis of Net Debt, the Consolidated and Company 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 group's and of the parent company's affairs as at 30 April 2021 and of the group's loss 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 group 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 group's or the parent 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 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.


Page 6


RUROC GLOBAL HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUROC GLOBAL HOLDINGS 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 Group 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 Group 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company 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 4, 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.


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 group financial statements.


Page 7


RUROC GLOBAL HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUROC GLOBAL HOLDINGS LIMITED (CONTINUED)

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:

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:

the nature of the industry and sector, control environment and business performance;
results of our enquiries of management and the board about their own identification and assessment of the risks of irregularities;
any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to:
identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the group or the parent company for fraud, which included incorrect recognition of revenue and management override of controls using manual journal entries, and these were identified as the greatest potential area for fraud.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the group and parent company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included FRS 102, the UK Companies Act and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group's or parent company’s ability to operate or to avoid a material penalty. These included motorcycle and ski helmet safety standards (ECE 22.05 in the UK and EU), occupational health and safety regulations and employment legislation.
Our procedures to respond to risks identified included the following:
reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue;
enquiring of management and those charged with governance concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with governance;
in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; and 
assessing whether the judgements made in making accounting estimates are indicative of a potential bias.
Page 8


RUROC GLOBAL HOLDINGS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RUROC GLOBAL HOLDINGS LIMITED (CONTINUED)

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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.


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.


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.






Andrew Wood FCCA (Senior Statutory Auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
1-3 College Yard
Worcester
WR1 2LB

30 April 2022
Page 9


RUROC GLOBAL HOLDINGS LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2021

2021
2020
Note
£
£

  

Turnover
 4 
20,578,852
10,726,326

Cost of sales
  
(17,322,773)
(8,613,445)

GROSS PROFIT
  
3,256,079
2,112,881

Administrative expenses
  
(6,857,297)
(3,485,566)

Other operating income
 5 
214,028
273,111

OPERATING LOSS
 6 
(3,387,190)
(1,099,574)

Interest receivable and similar income
 10 
837
1,629

Interest payable and expenses
 11 
(40,129)
(14,900)

LOSS BEFORE TAXATION
  
(3,426,482)
(1,112,845)

Tax on loss
 12 
(73,876)
3,392

LOSS FOR THE FINANCIAL YEAR
  
(3,500,358)
(1,109,453)

Currency translation differences
  
(3,184)
1,737

OTHER COMPREHENSIVE INCOME FOR THE YEAR
  
(3,184)
1,737

  

TOTAL COMPREHENSIVE INCOME FOR THE YEAR
  
(3,503,542)
(1,107,716)

(LOSS) FOR THE YEAR ATTRIBUTABLE TO:
  

Owners of the parent company
  
(3,500,358)
(1,109,453)

There were no recognised gains and losses for 2021 or 2020 other than those included in the Consolidated Statement of Comprehensive Income.

The notes on pages 17 to 34 form part of these financial statements.

Page 10


RUROC GLOBAL HOLDINGS LIMITED
REGISTERED NUMBER:08997654

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2021

2021
2021
2020
2020
Note
£
£
£
£

FIXED ASSETS
  

Intangible assets
 13 
2,441,317
1,726,942

Tangible assets
 14 
1,655,009
390,195

  
4,096,326
2,117,137

CURRENT ASSETS
  

Stocks
 16 
4,534,029
2,299,083

Debtors: amounts falling due within one year
 17 
1,851,091
1,073,006

Cash at bank and in hand
 18 
1,776,702
2,285,762

  
8,161,822
5,657,851

Creditors: amounts falling due within one year
 19 
(12,123,923)
(5,083,335)

NET CURRENT (LIABILITIES)/ASSETS
  
 
 
(3,962,101)
 
 
574,516

TOTAL ASSETS LESS CURRENT LIABILITIES
  
134,225
2,691,653

PROVISIONS FOR LIABILITIES
  

Deferred taxation
  
(4,169)
-

Other provisions
 21 
(50,000)
-

NET ASSETS
  
80,056
2,691,653


CAPITAL AND RESERVES
  

Called up share capital 
 22 
1,530
1,530

Share premium account
 23 
4,798,907
4,798,907

Other reserves
 23 
3,025,697
2,133,752

Profit and loss account
 23 
(7,746,078)
(4,242,536)

  
80,056
2,691,653


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2022.




P W Smythe
Director

The notes on pages 17 to 34 form part of these financial statements.

Page 11


RUROC GLOBAL HOLDINGS LIMITED
REGISTERED NUMBER:08997654

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2021

2021
2021
2020
2020
Note
£
£
£
£

FIXED ASSETS
  

Investments
 15 
267,500
267,500

  
267,500
267,500

CURRENT ASSETS
  

Debtors: amounts falling due within one year
 17 
7,377,465
6,559,194

Cash at bank and in hand
 18 
-
965

  
7,377,465
6,560,159

Creditors: amounts falling due within one year
 19 
(3,439)
(16,841)

NET CURRENT ASSETS
  
 
 
7,374,026
 
 
6,543,318

TOTAL ASSETS LESS CURRENT LIABILITIES
  
7,641,526
6,810,818

  

  

NET ASSETS
  
7,641,526
6,810,818


CAPITAL AND RESERVES
  

Called up share capital 
 22 
1,530
1,530

Share premium account
 23 
4,798,907
4,798,907

Other reserves
 23 
3,025,697
2,133,752

Profit and loss account brought forward
  
(123,371)
(44,402)

Loss for the year

  

(61,237)
(78,969)

Profit and loss account carried forward
  
(184,608)
(123,371)

  
7,641,526
6,810,818


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 April 2022.


P W Smythe
Director

The notes on pages 17 to 34 form part of these financial statements.

Page 12


RUROC GLOBAL HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2021


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 May 2019
1,400
3,786,984
-
(3,134,820)
653,564


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
-
-
(1,109,453)
(1,109,453)

Currency translation differences
-
-
-
1,737
1,737
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
-
-
(1,107,716)
(1,107,716)


CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS

Shares issued during the year
130
1,011,923
-
-
1,012,053

Capital contribution
-
-
2,133,752
-
2,133,752


TOTAL TRANSACTIONS WITH OWNERS
130
1,011,923
2,133,752
-
3,145,805



At 1 May 2020
1,530
4,798,907
2,133,752
(4,242,536)
2,691,653


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
-
-
(3,500,358)
(3,500,358)

Currency translation differences
-
-
-
(3,184)
(3,184)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
-
-
(3,503,542)
(3,503,542)


CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS

Capital contribution
-
-
891,945
-
891,945


TOTAL TRANSACTIONS WITH OWNERS
-
-
891,945
-
891,945


AT 30 APRIL 2021
1,530
4,798,907
3,025,697
(7,746,078)
80,056


The notes on pages 17 to 34 form part of these financial statements.

Page 13


RUROC GLOBAL HOLDINGS LIMITED


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2021


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 May 2019
1,400
3,786,984
-
(44,402)
3,743,982


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
-
-
(78,969)
(78,969)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
-
-
(78,969)
(78,969)


CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS

Shares issued during the year
130
1,011,923
-
-
1,012,053

Capital contribution
-
-
2,133,752
-
2,133,752


TOTAL TRANSACTIONS WITH OWNERS
130
1,011,923
2,133,752
-
3,145,805



At 1 May 2020
1,530
4,798,907
2,133,752
(123,371)
6,810,818


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
-
-
(61,237)
(61,237)
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
-
-
-
(61,237)
(61,237)


CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS

Capital contribution
-
-
891,945
-
891,945


TOTAL TRANSACTIONS WITH OWNERS
-
-
891,945
-
891,945


AT 30 APRIL 2021
1,530
4,798,907
3,025,697
(184,608)
7,641,526


The notes on pages 17 to 34 form part of these financial statements.

Page 14


RUROC GLOBAL HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2021

2021
2020
£
£

CASH FLOWS FROM OPERATING ACTIVITIES

Loss for the year
(3,500,358)
(1,109,453)

ADJUSTMENTS FOR:

Amortisation of intangible assets
746,275
142,447

Depreciation of tangible assets
249,278
113,525

Interest paid
40,129
14,900

Interest received
(837)
(1,629)

Taxation charge
73,876
(3,392)

(Increase) in stocks
(2,234,946)
(1,331,893)

(Increase) in debtors
(845,863)
(350,705)

Increase in creditors
4,733,080
2,494,809

Corporation tax (paid)
(1,929)
(3,386)

Foreign exchange
(3,184)
1,737

NET CASH GENERATED FROM OPERATING ACTIVITIES

(744,479)
(33,040)


CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of intangible fixed assets
(1,583,556)
(898,534)

Purchase of tangible fixed assets
(1,391,186)
(158,832)

Interest received
837
1,629

Share capital
-
130

Share premium received
-
1,011,923

Other reserves movement (cash)
891,945
2,133,752

NET CASH FROM INVESTING ACTIVITIES

(2,081,960)
2,090,068

CASH FLOWS FROM FINANCING ACTIVITIES

Other new loans
2,034,768
440,428

Repayment of other loans
-
(228,817)

Repayment of bank loans
-
(153,000)

Interest paid
(40,129)
(14,900)

NET CASH USED IN FINANCING ACTIVITIES

1,994,639
43,711
Page 15


RUROC GLOBAL HOLDINGS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2021


2021
2020

£
£



(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS

(831,800)

2,100,739

Cash and cash equivalents at beginning of year
2,285,762
185,023

CASH AND CASH EQUIVALENTS AT THE END OF YEAR
1,453,962
2,285,762


CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:

Cash at bank and in hand
1,453,962
2,285,762



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 APRIL 2021




At 1 May 2020
Cash flows
At 30 April 2021
£

£

£

Cash at bank and in hand

2,285,762

(509,067)

1,776,695

Bank overdrafts

-

(322,733)

(322,733)

Debt due within 1 year

(440,428)

(2,034,768)

(2,475,196)



1,845,334
(2,866,568)
(1,021,234)

The notes on pages 17 to 34 form part of these financial statements.

Page 16


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

1.


GENERAL INFORMATION

Ruroc IP Holdings Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 08997654 and registered office address is Unit 2 Barnett Way, Barnwood, Gloucester, Gloucestershire, GL4 3RT.
The principal activity of the company during the year continued to be that of a holding company.

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 group management to exercise judgement in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

GOING CONCERN

The directors have prepared budgets and cash flow forecasts for a period of at least 12 months following the date of approval of the financial statements. The directors are of the opinion that the Group will continue in operational existence for the foreseeable future and continue to adopt the going concern basis in preparing financial statements. This opinion has been reached based on current trading levels, future forecasted performance, continued BGF Investments LP assistance as well as having HSBC as a strategic banking partner.
 
The directors’ assumptions and outlook continue to consider the impact and uncertainty that the current macroeconomic environment may have on the Group. Updated cash flow projections have been prepared for best and worst-case scenarios, with a list of potential mitigating actions, in order to make sure the business continues during these unprecedented times. This is being monitored on a regular basis. 
 
The financial statements do not reflect the adjustments that would be necessary should the ability of the Group to trade be jeopardised due to a material issue with the availability of its workforce, the level of demand for its products or its ability to supply product to its customers.

Page 17


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

2.ACCOUNTING POLICIES (continued)

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The company's functional and presentational currency is GBP. All amounts in the financial statements have been rounded to the nearest 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.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

REVENUE

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.  

 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.

Page 18


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

2.ACCOUNTING POLICIES (continued)

 
2.7

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 is deemed to be 10 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.
Research and develop tax credits are treated as grant income and are recognised within other operating income in the Consolidated Statement of Comprehensive Income.

 
2.8

GOVERNMENT GRANTS

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated Statement of Comprehensive Income in the same period as the related expenditure.

 
2.9

INTEREST INCOME

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

 
2.10

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.

 
2.11

BORROWING COSTS

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

 
2.12

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group 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 group in independently administered funds.

Page 19


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

2.ACCOUNTING POLICIES (continued)

 
2.13

SHARE BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Statement of Financial Position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
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 group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.14

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 reporting date in the countries where the company and the group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.

Page 20


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

2.ACCOUNTING POLICIES (continued)

 
2.15

INTANGIBLE ASSETS

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 the group's share 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 Consolidated 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:

Development costs
-
10
years
Goodwill
-
5
years
Computer software
-
10
years

 
2.16

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.

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:

Leasehold improvements
-
10%
straight line
Plant and machinery
-
20%
straight line
Motor vehicles
-
20%
straight line
Office equipment
-
20%
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.

 
2.17

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 21


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

2.ACCOUNTING POLICIES (continued)

 
2.18

STOCKS

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. Work in progress and finished goods include labour and attributable overheads.
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.

 
2.19

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.

 
2.20

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the group's cash management.

 
2.21

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.

 
2.22

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.23

FINANCIAL INSTRUMENTS

The company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Page 22


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

3.



JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the group's accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period of the revision and future periods if the revision affects both current and future periods.
The following are the critical judgements and key sources of estimation uncertainty that the directors have made in the process of applying the group's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:
Tangible fixed assets
Tangible fixed assets are depreciated over their useful 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.
Obsolete stock provision
Stock provisions are recognised in cases where the expected net realisable value of inventory is lower than its carrying amount, including provisions for obsolete, slow moving stock and waste. All inventory provisioning requires a level of judgement and is based on a number of factors including current and expected sales performance and stock cover.
Dilapidations
Provisions have been made for dilapidations. These provisions are estimates and the actual costs and timing of future cash flows are dependent on future events and market conditions. Management have estimated the future costs based on historic experience of similar costs incurred on propertly leases in the past. Any difference between expectations and the actual future liability will be accounted for in the period when such determination is made.

Page 23


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

4.


TURNOVER

An analysis of turnover by class of business is as follows:


2021
2020
£
£

Ski helmets
4,018,814
4,874,958

Moto helmets
14,949,526
5,201,742

Webshipping
1,242,438
649,626

Clothing
368,074
-

20,578,852
10,726,326


2021
2020
£
£

United Kingdom
2,597,010
1,181,758

Rest of Europe
5,859,252
3,110,028

Rest of the world
12,122,590
6,434,540

20,578,852
10,726,326



5.


OTHER OPERATING INCOME

2021
2020
£
£

Government grants receivable
9,766
-

Research and development tax credit
204,262
273,111

214,028
273,111


The group received grant income totalling £9,766 (2020: £Nil) in relation to the Coronavirus Job Retention Scheme (CJRS), where the company received Government assistance of 80% of the cost of furloughed staff. Income has been accounted for under the accruals model as revenue grants.


6.


OPERATING LOSS

The operating loss is stated after charging:

2021
2020
£
£

Other operating lease rentals
148,275
119,600

Depreciation
249,278
113,525

Amortisation
746,275
134,538

Page 24


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

7.


AUDITORS' REMUNERATION

2021
2020
£
£


Fees payable to the group's auditor for the audit of the group's annual financial statements
21,800
13,750


FEES PAYABLE TO THE GROUP'S AUDITOR IN RESPECT OF:


All other services
2,100
2,000


8.


EMPLOYEES

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


Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£


Wages and salaries
3,319,888
1,726,571
-
26,728

Social security costs
376,730
204,534
-
-

Cost of defined contribution scheme
70,490
33,277
-
-

3,767,108
1,964,382
-
26,728


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



Group
Group
Company
Company
        2021
        2020
        2021
        2020
            No.
            No.
            No.
            No.









Employees
107
52
5
5


9.


DIRECTORS' REMUNERATION

2021
2020
£
£

Directors' emoluments
472,116
548,364

Contributions to defined contribution pension schemes
4,269
-

476,385
548,364


During the year retirement benefits were accruing to 4 directors (2020: 4) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £112,500 (2020: £22,182).

Page 25


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

10.


INTEREST RECEIVABLE

2021
2020
£
£


Other interest receivable
837
1,629


11.


INTEREST PAYABLE AND SIMILAR EXPENSES

2021
2020
£
£


Bank interest payable
40,129
14,900


12.


TAXATION


2021
2020
£
£

CORPORATION TAX


Adjustments in respect of previous periods
69,707
-


TOTAL CURRENT TAX
69,707
-

DEFERRED TAX


Origination and reversal of timing differences
4,169
(3,392)

TOTAL DEFERRED TAX
4,169
(3,392)


TAXATION ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES
73,876
(3,392)
Page 26


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021
 
12.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is different to the standard rate of Corporation Tax in the UK of 19% (2020:19%). The differences are explained below:

2021
2020
£
£


Loss on ordinary activities before tax
(3,426,482)
(1,112,845)


Loss on ordinary activities multiplied by standard rate of Corporation Tax in the UK of 19% (2020: 19%)
(651,032)
(211,441)

EFFECTS OF:


Non-tax deductible amortisation of goodwill and impairment
(34,866)
(112,277)

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
22,377
27,400

Capital allowances for year in excess of depreciation
(154,863)
(50,661)

Adjustments to tax charge in respect of prior periods
69,707
-

Other timing differences leading to an increase (decrease) in taxation
33,070
(4,174)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(38,810)
(59,381)

Unrelieved tax losses carried forward
828,293
407,142

TOTAL TAX CHARGE FOR THE YEAR
73,876
(3,392)


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The group has tax carry forward tax losses of £8,162,338 (2020: £3,827,594) available to utilise against future taxable profits.

Page 27


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

13.


INTANGIBLE ASSETS

Group





Patents
Development costs
Computer software
Goodwill
Total

£
£
£
£
£



COST


At 1 May 2020
107,207
1,488,482
236,432
220,007
2,052,128


Additions
33,300
1,045,992
535,248
-
1,614,540


Disposals
-
(1,898)
(29,086)
-
(30,984)


Intra-group transfers
-
(122,906)
-
-
(122,906)



At 30 April 2021

140,507
2,409,670
742,594
220,007
3,512,778



AMORTISATION


At 1 May 2020
51,576
86,394
11,211
176,005
325,186


Charge for the year on owned assets
13,232
658,241
30,800
44,002
746,275



At 30 April 2021

64,808
744,635
42,011
220,007
1,071,461



NET BOOK VALUE



At 30 April 2021
75,699
1,665,035
700,583
-
2,441,317



At 30 April 2020
55,631
1,402,088
225,221
44,002
1,726,942

Company
The company has no intangible assets.



Page 28


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

14.


TANGIBLE FIXED ASSETS

Group






Leasehold improvements
Plant and machinery
Motor vehicles
Office equipment
Total

£
£
£
£
£



COST OR VALUATION


At 1 May 2020
22,986
571,807
4,280
121,780
720,853


Additions
322,920
844,296
8,100
215,870
1,391,186


Transfers between classes
-
122,906
-
-
122,906


Exchange adjustments
-
-
-
(864)
(864)



At 30 April 2021

345,906
1,539,009
12,380
336,786
2,234,081



DEPRECIATION


At 1 May 2020
3,623
268,358
1,498
57,179
330,658


Charge for the year on owned assets
15,976
198,709
2,476
32,117
249,278


Exchange adjustments
-
-
-
(864)
(864)



At 30 April 2021

19,599
467,067
3,974
88,432
579,072



NET BOOK VALUE



At 30 April 2021
326,307
1,071,942
8,406
248,354
1,655,009



At 30 April 2020
19,363
303,449
2,782
64,601
390,195


Company
The company has no fixed assets.

Page 29


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

15.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST OR VALUATION


At 1 May 2020
267,500



At 30 April 2021
267,500





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Ruroc IP Holdings Limited
Unit 2 Barnett Way, Barnwood, Gloucester, Gloucestershire, GL4 3RT
Ordinary
100%
Ruroc Limited
Unit 2 Barnett Way, Barnwood, Gloucester, Gloucestershire, GL4 3RT
Ordinary
100%
Ruroc Inc
113 Barkdale Professional Centre, Newark, New Castle, Delaware, 19711
Ordinary
100%
Enginehawk Limited
Unit 2 Barnett Way, Barnwood, Gloucester, Gloucestershire, GL4 3RT
Ordinary
100%


16.


STOCKS

Group
Group
2021
2020
£
£

Helmets
4,534,029
2,299,083


Page 30


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

17.


DEBTORS

Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£


Trade debtors
677,945
140,540
-
-

Amounts owed by group undertakings
-
-
7,363,016
6,546,978

Other debtors
207,084
257,458
161
161

Prepayments and accrued income
960,747
671,622
8,973
8,669

Tax recoverable
5,315
3,386
5,315
3,386

1,851,091
1,073,006
7,377,465
6,559,194



18.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£

Cash at bank and in hand
1,776,702
2,285,762
-
965

Less: bank overdrafts
(322,740)
-
-
-

1,453,962
2,285,762
-
965



19.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£

Bank overdrafts
322,740
-
-
-

Other loans
2,475,196
440,428
-
-

Trade creditors
2,140,980
757,279
3,437
16,839

Other taxation and social security
698,158
185,142
-
-

Other creditors
924,477
532,346
-
-

Accruals and deferred income
5,562,372
3,168,140
2
2

12,123,923
5,083,335
3,439
16,841


Secured creditors
Bank overdrafts of £322,740 (2020: £Nil) are unsecured. 
Other loans includes a trade finance facility balance of £2,475,196 (2020: £440,428) from HSBC, which is secured with a fixed charge over all property and undertakings of the company.

Page 31


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

20.


FINANCIAL INSTRUMENTS

Group
Group
Company
Company
2021
2020
2021
2020
£
£
£
£

FINANCIAL ASSETS

Financial assets measured at amortised cost
2,659,604
2,683,767
7,363,177
6,548,104


FINANCIAL LIABILITIES

Financial liabilities measured at amortised cost
(7,095,217)
(2,534,594)
(3,439)
(16,841)


Financial assets measured at amortised cost comprise trade debtors, amounts owed by group undertakings, other debtors and cash at bank and in hand.


Other financial liabilities measured at amortised cost comprise bank overdrafts, other loans, trade creditors, other creditors and accruals.


21.


PROVISIONS


Group



Dilapidation provision

£





Charged to profit or loss
50,000



AT 30 APRIL 2021
50,000


22.


SHARE CAPITAL

2021
2020
£
£
AUTHORISED, ALLOTTED, CALLED UP AND FULLY PAID



668,725 (2020:757,317) Ordinary Class A shares of £0.00125 each
835
947
34,111 (2020:29,711) Ordinary Class B shares of £0.00125 each
43
37
21,573 (2020:18,774) Ordinary Class C shares of £0.00125 each
27
23
404,904 (2020:404,904) Ordinary Class D shares of £0.00125 each
506
506
13,728 (2020:13,728) Ordinary Class E shares of £0.00125 each
17
17
81,393 (2020:) Ordinary Class F shares of £0.00125 each
102
-

1,530

1,530

Page 32


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

22.SHARE CAPITAL (CONTINUED)

During the year the company redesignated 88,592 £0.00125 Ordinary A shares as 4,400 £0.00125 Ordinary B shares, 2,799 £0.00125 Ordinary B shares and 81,393 £0.00125 Ordinary F shares.
Ordinary A and B shares carry all rights attached. Ordinary C shares carry no voting rights or other right to attend or receive notice of general meetings. Ordinary D, E and F shares carry entitlement to a cumulative preferential net cash dividend in priority to the holders of the Ordinary A, B and C shares. However there are no further voting rights or rights pertaining to meetings.



23.


RESERVES

Share premium account

Share premium account relates to the amount above the nominal value received for shares sold, less transaction costs.

Other reserves

Other reserves relates to capital contributions received, less associated costs.

Profit and loss account

Profit and loss account reserve relates to accumulated profits less distributions to shareholders.


24.


SHARE BASED PAYMENTS

During the prior year the company introduced an EMI share option compensation scheme for certain employees of the group. Employees under the scheme were granted a maximum number of options which are exercisable on an exit event (i.e. a share sale or an asset sale). The options are over 'C' ordinary shares.
On 28 January 2020, 12,824 share options were granted to an employee which carry an exercise price of £7.80 per share.
The binomial option pricing model was used to determine the fair value of the share options at the grant date. The assumptions used in determining the fair value of share options of the grant date were as follows:
The volatility assumption has been capped at 60% based on the directors comparison of similar entities.
The average expected term to exercise used in the models is based on management's best estimate of the effects of non-transferability, exercise restrictions and behavioural conditions, forfeiture and historical experience.
A 0% expected dividend growth rate has been assumed based on historical experience.
The risk free rate has been determined from market yields from government gilts with outstanding terms equal to the average expected term to exercise for the grant.
No charge has been recognised in the financial statements on the basis that the directors consider any charge relating to the year ended 30 April 2021 to be immaterial (2020: £Nil).

Page 33


RUROC GLOBAL HOLDINGS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2021

25.


PENSION COMMITMENTS

The group 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 £70,411 (2020: £9,138). Contributions totalling £18,052 (2020: £8,100) were payable to the fund at the reporting date and are included within other creditors.


26.


COMMITMENTS UNDER OPERATING LEASES

At 30 April 2021 the group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2021
2020
£
£

Not later than 1 year
124,909
124,909

Later than 1 year and not later than 5 years
145,727
270,636

270,636
395,545
Company
The company has no commitments under operating leases at the year end.


27.


RELATED PARTY TRANSACTIONS

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. 


28.


POST BALANCE SHEET EVENTS

Subsequent to the year end there has been further shares and loan notes entered into. These will be accounted for in the next financial year.


29.


CONTROLLING PARTY

The ulimate controlling party is BGF Investments LP by virtue of their shareholding in the company.

 
Page 34