WATERROWER_HOLDINGS_LIMIT - Accounts

The directors present the strategic report for the year ended 31 March 2023.

Waterrower Holdings Limited, as a group, continues its role as a manufacturer and retailer of sports equipment worldwide. The group specialises in delivering high-quality products, contributing to an enhanced experience far those involved in sports and recreation across the globe.

The group achieved a satisfactory level of performance during the financial year. The current year saw a correction in trade following the increased demand for products during the Covid period. Financial performance was marked by significant stabilisation in demand, challenging circumstances in product supply, coupled with inflationary pressures. Despite these challenges, the board is pleased to announce its continuing vision, ensuring that the group operates as a long-term, sustainable supplier in its principal markets.

The growth trajectory of the group has been achieved across all sectors, meeting both expectations and budget plans. The board of directors have worked hard to ensure that the group achieves and maintains high standards.

The group continues to deliver high quality goods. The board has implemented control systems across the group an an ethos of working towards its mission of delivering outstanding products and services to its client.

The group carefully considers its principal risks and manages them through continual monitoring and assessment, policy-setting, and compliance with all legal, statutory, and fiduciary obligations. The group's operations expose it to various risks. Policies and safeguards are implemented to limit these risks to negligible levels. The main principal risks can be identified as follows

Challenges of Economic Downturns and Inflationary Pressure:

Facing economic downturns may result in diminished consumer spending, affecting sales, while inflationary pressures can escalate operational costs. To counter these risks, management employs strategies such as diversifying product offerings to appeal to various market segments. Additionally, cost-control measures are implemented, and pricing strategies are regularly reassessed.

Supply Chain Disruptions and Transportation Delays:

The group's reliance on global supply chains exposes it to potential disruptions and delays. In response, management takes proactive steps by establishing alternative suppliers and cultivating strategic partnerships. Maintaining buffer stock levels and vigilantly monitoring supply chain resilience further mitigates these risks. The implementation of advanced forecasting and logistics technologies contributes to enhancing the overall robustness of the supply chain.

Regulatory Compliance, including Health and Safety:

Compliance with health and safety regulations is paramount, as failure to adhere may result in legal and reputational repercussions. To address this, management consistently updates compliance protocols, conducted thorough training for staff, and maintains ongoing communication with regulatory bodies. Stringent quality control measures are implemented throughout the manufacturing process to uphold regulatory standards and safeguard the group's reputation.

Ongoing Research and Development:

The company is dedicated to delivering cutting-edge technology equipment to ensure the best training experience. However, rapid technological changes and shifting consumer preferences may render current products obsolete. In response, the group invests significantly in continuous research and development to stay ahead of market trends. Regular assessments and upgrades to product lines are conducted, and customer feedback is actively sought to drive ongoing innovation.

Currency Risks:

Operating in multiple countries exposes the group to fluctuations in currency exchange rates. To mitigate this risk, management takes proactive measures, maintaining currency balances in various currencies. This approach is designed to minimise realised losses over time, providing a strategic means of navigating currency-related challenges.

The group has shown remarkable progress in recent years, achieving outstanding results and making significant strides in implementing its growth strategy, resulting in a robust return in trading performance.

During the year ended 31 March 2023, revenue decreased by £40.4 million to £28.4 million primarily as a result of a decrease in the level of trading post the Covid-19 pandemic. The pandemic triggered a surge in demand for sports equipment during periods of lockdown and social distancing, driven by a focus on home-based activities. However, as conditions improved and restrictions eased, a subsequent decline in demand occurred, influenced by economic factors and a return to more conventional forms of recreation and fitness. Despite this, the group still managed to achieve profit of £216,082 (2022: £13,870,913).

Overall, the balance sheet remains strong and well-positioned for future growth from both a liquidity and capital perspective.

The board receives monthly updates from all divisions across the group to track and assess KPI’s against targets set each and every year. Non financial KPI’s include the satisfaction levels of our customers are also reported to the board.

Monthly financial KPI’s include turnover, gross profit (value and percentage) and net profit.

For the year under review, the results were as follows:

• Turnover £28,393,287 (2022: £68,767,305)

• Gross profit £8,064,150 (2022: £20,624,075)

• Gross profit margin: 28% (2022: 30%)

• Operating profit £30,057 (2022: £13,631,177)

Waterrower Holdings Limited and its subsidiaries is a manufacturer and provider of high quality rowing exercise machines, hand built using ethically sourced materials, with clientele based all around the world.

The group has considerable financial resources, with substantial working capital cash balances available to invest in developing new innovative products, maintaining the supply of exceptional products and services, and providing innovative solutions to its clients.

The directors recognise that employees are fundamental to the group’s success and are committed to the involvement and development of employees at all levels. We will continue to invest in and develop our employees. Our aim is to be an employer of choice, to provide our employees with challenges and to support career progression, to reward and recognise their contribution, whilst ensuring diversity across the workforce.

We constantly try to develop long term relationships with our suppliers without whom the group would not be where it is today.

Our commitment to delivering outstanding service and unique products to our clients has resulted in the group’s exceptional reputation for quality and service. The reliability, quality, efficacy of solution, pricing strategy, the depth of products and services offered, the customer experience, the technical expertise and security of our products makes our group an important competitor in this sector.

We understand the impact we have on our environment. We are trying hard to be a responsible business and to control our environment footprint, investing in ethically sourced materials, consistently making efforts to recycle and reuse. We are subject to various local laws and regulations, administrative practices regulating matters such as data privacy, consumer protection, procurement, equal employment, the national minimum wage and the environment, amongst others.

Despite the successes of 2023 and prior years, we are currently navigating in very challenging economic conditions, primarily influenced by ongoing events in Ukraine and the Israeli–Palestinian conflict, contributing to heightened market uncertainty. A broader economic slowdown or recession could potentially have adverse effects on consumer confidence, leading to reduced discretionary spending on sports equipment.

Consequently, the group carefully monitors the evolving impact of these events on the business. Whilst acknowledging the broader economic implications of the situation in Ukraine, Israel, and Palestine—including the increase in energy prices, and inflationary pressures, supply issues, and currency fluctuations—it is important to note that there are currently no direct negative financial consequences affecting the business.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2023.

The principal activity of the company continued to be that of a holding company.

The principal activity of the group continued to be that of the manufacture and sale of rowing exercise machines.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The group operates a treasury function which is responsible for managing the liquidity, interest and foreign currency risks associated with the group’s activities.

The group’s principal financial instruments could include derivative financial instruments, the purpose of which is to manage currency risks and interest rate risks arising from the group’s activities, and bank overdrafts, loans and corporate bonds, the main purpose of which is to raise finance for the group’s operations. In addition, the group has various other financial assets and liabilities such as trade debtors and trade creditors arising directly from its operations. In accordance with group’s treasury policy, derivative instruments are not entered into for speculative purposes.

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group could use interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.

The group’s principal foreign currency exposures arise from trading with overseas companies. Group policy permits but does not demand that these exposures may be hedged in order to fix the cost in sterling. This hedging activity involves the use of foreign exchange forward contracts.

Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board. All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

The group has invested £542,133 (2022: £997,809) in research and development activities on projects in the course of seeking and delivering innovative solutions for our clients.

The Strategic Report contains details of our business relationships with our customers, employees and suppliers.

Since the post year end development and global cost of living crisis, inflation, and events in Ukraine, the group is closely monitoring the impact on the business and financial markets. The group has considerable financial resources, with net assets of £53.27 million (2022: £20.31 million) as at 31 March 2023. In addition, the group has long-term contracts and a diverse range of customers and suppliers across its business. After making appropriate enquiries, the directors have a reasonable expectation that the company and the group have adequate resources to continue in operation for the foreseeable future and have therefore continued to adopt the going concern basis in preparing the annual financial statements.

The Strategic Report contains details of likely future developments within the group.

The auditor, PK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

As the group has not consumed more than 40,000 kWh of energy in the UK in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities. The requirements are applicable to companies in the UK in relation to climate and associated matters, therefore the group does not currently report in respect of subsidiaries outside of the UK.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, 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 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 ;

•     prepare the on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Waterrower Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 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 the parent company's affairs as at 31 March 2023 and of the group's profit for the year then ended;

•     have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

•     have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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 auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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 Statutory Senior Auditor ensured that the engagement team, including the component auditors, 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 group through discussions with the directors and from our commercial knowledge and experience of the sector; we focused on those laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

• we assessed the extent of compliance with the laws and regulations identified above through enquiries of management;

• we enquired the group's solicitor as to whether there has been any litigation and claims;

• identified laws and regulations were communicated within the audit team who remained alert to instances of non-compliance throughout the audit;

• we assessed the susceptibility of the group’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 and their knowledge of actual, suspected and alleged fraud; and

• we considered the worldwide controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

Based on our understanding of the group and industry, and through discussion with the directors and other management, we identified that the principal risks were in relation to:

• management bias in relation to the risk of management override of controls and transactions;

• the risk of not identifying related party transactions and performance of transactions outside the normal course of business;

• revenue recognition and cut off;

• existence and valuation of the stock;

• management judgements applied to the recoverability of intercompany and related party balances; and

• completeness and accuracy of component entity financial information consolidated into the group financial statements and the consolidated journals.

In response to the risk of irregularities, including fraud and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

• performing analytical procedures to identify any unusual or unexpected relationships and transactions;

• auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

• assessing whether judgments and assumptions made in determining the accounting estimates were indicative of potential bias;

• agreeing disclosures within the financial statements to underlying supporting documentation;

• requesting the minutes of meetings of those charged with governance;

• enquiring of management, those charged with governance and the entity’s solicitors around actual and potential litigation and claims;

• for an appropriate sample of transactions, identifying the revenue recognition point for the sales of goods, and testing for completeness by ensuring the transaction was properly recorded in the sales nominal ledger account;

• reviewing correspondence with HM Revenue and Customs, bankers and the company’s relevant costs;

• discussing the existence of related parties with management and obtaining confirmation of inter-company balances;

• attend stocktakes and physically inspect and check quantities to items on the premises; and

• evaluating whether all component entities have been included within the group financial statements and ensuring completeness and accuracy of consolidation journals.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £176,259 (2022 - £151,790 profit).

Waterrower Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 4 The Valley Centre, Gordon Road, High Wycombe, Bucks, HP13 6EQ.

The group consists of Waterrower Holdings Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements consist of the financial statements of the parent company Waterrower Holdings Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method.

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

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Royalties income is recognised based on worldwide sales performed.

Dividend income from investments is recognised when the shareholder's right to receive payment has been established.

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

Research expenditure is written off against profits in the year in which it is incurred.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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

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

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The group offers its customers the right to return defective products under the standard base warranty. During a financial period, the group may receive product returns from customers for various reasons. All costs to repair under the standard warranty are absorbed by the group. The group provides a provision for expected costs of returns under warranty, the calculation of which requires judgements to be made. The provision is calculated using the average historical rate of combined warranty components, service and freight costs as a percentage of sales. The group does not offer extended warranties.

An analysis of the group's turnover is as follows:

Turnover by geographical markets has not been disclosed, as in the opinion of the directors the disclosure of any of this information would prejudicial to the commercial interests of the group.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual (credit)/charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The carrying value of land and buildings comprises:

Details of the company's subsidiaries at 31 March 2023 are as follows:

Details of associates at 31 March 2023 are as follows:

The Group holds money on deposit on behalf of Waterrower International LLC. Such amounts are included as part of cash at bank and in hand and, as at 31 March 2023, amounted to amounted to £9,003,817 (2022: £12,061,052). The corresponding liability to Waterrower International LLC is included as part of other creditors stated above and is repayable on demand.

Provisions are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date.

The Group provides base warranties on sold products that allows customers to return defective products and parts. Pursuant to these warranties, the Group repairs or replaces products and parts that are considered defective at its own expense. The estimated cost of warranty components expense as well as of related service costs and freight expenses is accrued based on historical information regarding the costs of products returned under warranty and their relationship to the sales revenue.

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The operating leases arrangements are presented below:

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The group leases two facilities under operating lease agreements with a related party which expired on 31 December 2022, at which point the leases became month-to-month. Total rent expense for the above leases was £984,240 and £996,629 for the years ended 31 March 2023 and 2022, respectively.

The group's subsidiary Waterrower Inc is subject to a legal claim alleging copyright infringement, which also extends to Waterrower (UK) Ltd. The Waterrower group is vigorously contesting the copyright claim and believes that it should be successful in defending its position. As at 31 March 2023, and up to the date of approval of the accounts, the case is ongoing, and the outcome cannot be reasonably estimated.

Additionally, there is an ongoing legal case in the English Courts where Waterrower (UK) Ltd is the claimant, pursuing a claim against a third-party company for copyright infringement. This case is scheduled for a hearing and remains unresolved as at 31 March 2023, and up to the date of approval of the accounts.

The remuneration of key management personnel is as follows.

The following amounts are transactions between related parties and the group:

- WaterRower International LLC: Purchases totalling £896,761 (2022: £1,580,455) and sales totalling £5,195,972 (2022: £19,874,896)

- Kingsgrove Investments LLC: Purchases totalling £875,160 (2022: £886,176)

- Parker Mills LLC: Purchases totalling £110,889 (2022: £110,889)

- Pearson Complex LLC: Purchases totalling £146,764.33 (2022: £120,728).

The following amounts are due from the related parties to the group at the reporting end date:

- WaterRower International LLC: £12,738,448 (2022: £18,376,042)

- WaterRower PTY Ltd.: £Nil (2022: £510,193)

- WaterRower Sarl.: £413,217 (2022: £236,928)

- Pearson Complex LLC: £6,795 (2022: £6,795)

- Parker Mills LLC: £4,681 (2022: £4,681)

- Rockland Property Management: £ 21,156 (2022: £Nil)

- WaterRower Leasing: £25,518 (2022: £Nil).

The following amounts are due from the group to the related parties at the reporting end date:

- WaterRower International LLC: £8,902,172 (2022: £12,777,418)

- Kingsgrove Investments Inc: £46,349 (2022: £160,509).

As at 31 March 2023, Waterrower Holdings Limited owed to Peter King, a director of the Group, an amount of £4,323,022 (2022: £4,323,022). The loan is repayable on demand and there was no interest charged during the year in respect of the borrowing. The amount is included in other creditors.

As at 31 March 2023, Waterrower UK Limited owed to Peter King, a director of the Group, an amount of £23,769 (2022: £23,769). The loan is repayable on demand and there was no interest charged during the year in respect of the borrowing. The amount is included in other creditors.

As at 31 March 2023, an amount of £1,765 (2022: £1,659) was due by Peter King to Waterrower Inc. The amount is included in other debtors.

There were no dividends paid the company's directors.

Waterrower Holdings Limited is controlled by Peter King.

Subsequent to the year end date, there have been no further developments relating to the court cases referred to in Note 26 above.