Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31truetruetruetruefalseIT and Print Management2022-01-01false10195 07175075 2022-01-01 2022-12-31 07175075 2021-01-01 2021-12-31 07175075 2022-12-31 07175075 2021-12-31 07175075 2021-01-01 07175075 c:Exceptional 2022-01-01 2022-12-31 07175075 c:Exceptional 2021-01-01 2021-12-31 07175075 d:Director1 2022-01-01 2022-12-31 07175075 d:Director2 2022-01-01 2022-12-31 07175075 d:Director3 2022-01-01 2022-12-31 07175075 d:Director3 2022-12-31 07175075 d:Director4 2022-01-01 2022-12-31 07175075 d:Director4 2022-12-31 07175075 d:Director5 2022-01-01 2022-12-31 07175075 d:Director5 2022-12-31 07175075 d:RegisteredOffice 2022-01-01 2022-12-31 07175075 c:PlantMachinery 2022-01-01 2022-12-31 07175075 c:PlantMachinery 2022-12-31 07175075 c:PlantMachinery 2021-12-31 07175075 c:PlantMachinery c:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 07175075 c:Goodwill 2022-01-01 2022-12-31 07175075 c:Goodwill 2022-12-31 07175075 c:Goodwill 2021-12-31 07175075 c:ComputerSoftware 2022-12-31 07175075 c:ComputerSoftware 2021-12-31 07175075 c:CurrentFinancialInstruments 2022-12-31 07175075 c:CurrentFinancialInstruments 2021-12-31 07175075 c:Non-currentFinancialInstruments 2022-12-31 07175075 c:Non-currentFinancialInstruments 2021-12-31 07175075 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 07175075 c:CurrentFinancialInstruments c:WithinOneYear 2021-12-31 07175075 c:Non-currentFinancialInstruments c:AfterOneYear 2022-12-31 07175075 c:Non-currentFinancialInstruments c:AfterOneYear 2021-12-31 07175075 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2022-12-31 07175075 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2021-12-31 07175075 c:ReportableOperatingSegment1 2022-01-01 2022-12-31 07175075 c:ReportableOperatingSegment1 2021-01-01 2021-12-31 07175075 c:ReportableOperatingSegment2 2022-01-01 2022-12-31 07175075 c:ReportableOperatingSegment2 2021-01-01 2021-12-31 07175075 c:ShareCapital 2022-01-01 2022-12-31 07175075 c:ShareCapital 2022-12-31 07175075 c:ShareCapital 2021-01-01 2021-12-31 07175075 c:ShareCapital 2021-12-31 07175075 c:ShareCapital 2021-01-01 07175075 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 07175075 c:RetainedEarningsAccumulatedLosses 2022-12-31 07175075 c:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 07175075 c:RetainedEarningsAccumulatedLosses 2021-12-31 07175075 c:RetainedEarningsAccumulatedLosses 2021-01-01 07175075 d:OrdinaryShareClass1 2022-01-01 2022-12-31 07175075 d:OrdinaryShareClass1 2022-12-31 07175075 d:OrdinaryShareClass1 2021-12-31 07175075 d:FRS102 2022-01-01 2022-12-31 07175075 d:Audited 2022-01-01 2022-12-31 07175075 d:FullAccounts 2022-01-01 2022-12-31 07175075 d:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 07175075 c:Subsidiary1 2022-01-01 2022-12-31 07175075 c:Subsidiary1 1 2022-01-01 2022-12-31 07175075 c:Subsidiary2 2022-01-01 2022-12-31 07175075 c:Subsidiary2 1 2022-01-01 2022-12-31 07175075 c:Subsidiary3 2022-01-01 2022-12-31 07175075 c:Subsidiary3 1 2022-01-01 2022-12-31 07175075 c:Subsidiary4 2022-01-01 2022-12-31 07175075 c:Subsidiary4 1 2022-01-01 2022-12-31 07175075 2 2022-01-01 2022-12-31 07175075 4 2022-01-01 2022-12-31 07175075 6 2022-01-01 2022-12-31 07175075 c:Goodwill c:OwnedIntangibleAssets 2022-01-01 2022-12-31 07175075 c:ComputerSoftware c:OwnedIntangibleAssets 2022-01-01 2022-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 07175075









RIDGEWALL LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

 
RIDGEWALL LIMITED
 
 
COMPANY INFORMATION


Directors
A Tillisch 
M Bonnamy 
D McAnaspie (resigned 21 April 2022)
A Kane (appointed 16 November 2022, resigned 29 March 2024)
N Wills (appointed 16 November 2022, resigned 16 March 2023)




Registered number
07175075



Registered office
6th Floor
9 Appold Street

London

EC2A 2AP




Independent auditors
Haslers
Chartered Accountants & Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL





 
RIDGEWALL LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 3
Directors' Report
 
4
Directors' Responsibilities Statement
 
5
Independent Auditors' Report
 
6 - 9
Statement of Comprehensive Income
 
10
Balance Sheet
 
11
Statement of Changes in Equity
 
12
Notes to the Financial Statements
 
13 - 31


 
RIDGEWALL LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The directors present the Strategic Report for the year ended 31 December 2022.The company continued to trade as providers of managed IT and print management services.

Business review
 
The Company's key objectives are the retention of existing clients through continued service excellence, organic growth by securing new clients and growth by acquisition in existing and complementary markets.
Results and performance
The revenue and operating loss of the Company for the year ended 31 December 2022 were £6.3m and £7.2m respectively. After interest receivable, interest payable and tax the retained loss for the year was £7.8m.
Trading conditions continued to be difficult in 2022. Revenue decreased by £0.2m on the previous year, reflecting the continued impact of adverse economic factors on our customers, with reduced activity levels on our recurring services and continued deferral of discretionary spend. Gross profit decreased by £1.2m, and gross margin fell from 52.9% in 2021 to 35.4% in 2022, reflecting increased costs. Operating loss increased by £2.4m. We continue to invest in the business to prepare for future growth and different client landscape and services as the market recovers. We anticipate revenues and profits turning around in 2023 as the economy in general, and the hospitality sector specifically, continues the recovery process.
The above metrics are considered to be the key performance indicators of the Group.
 

Page 1

 
RIDGEWALL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Principal risks and uncertainties
 
The Company is entirely dependent on the financial performance of the trading group of companies that form the Ridgewall group of companies.
The key business risks for the Group are:
•Credit risk – the Company is exposed to credit risk from its trading activities primarily from its trade receivables. Failure of a customer to meet their financial obligation could result in a financial loss to the Company. Credit quality of the customer is assessed based on third party scoring and individual credit limits are defined following this assessment. Outstanding receivable balances are monitored and chased on a regular basis where needed. Service is halted promptly if credit terms are exceeded.
•Liquidity risk – the risk that the Company will not be able to meet its financial obligations as they fall due. Insufficient funds could result in the Company not being able to fund its operations. The Comapny currently has bank and investor finance with interest charges that must be serviced. The Company’s approach is to ensure that it will always have sufficient funds to meet its liabilities when they fall due, both under normal and stressed conditions, without incurring unacceptable losses or risking damage to the group’s reputation. The Company has a close relationship with its investors and bank and is confident it has the liquidity support required.
•Going concern – given the liquidity risk noted above, should the Comapny not have the support of the investors and bank, the business’ cashflow would be materially affected and the Company would not be able to continue to operate as a going concern. The terms and conditions of the business lending facility with Clydesdale Bank PLC were updated in February 2024, with revised maturity date, financial covenants and capital repayment requirements. The Company’s cash flow forecasts for the 12 months after the date of approval of these financial statements indicate that there will be no breaches of these covenants. The Company is confident that it’s investors and bank will continue to support the group’s strategy and that the Company will have adequate resources to continue in operational existence.
•Customer retention – the Company’s revenue is largely derived from ongoing contracts with existing customers, some of which management deem to be “key contracts” given their size. Loss of existing customer contracts could have a negative impact on the Company’s revenues. Customer relationships are monitored on a regular basis and feedback obtained to ensure the Company is providing service excellence at all times.
Post reporting date events
Like many businesses, due to adverse economic conditions, the Company has experienced a decrease in business activity and increased costs. The Company’s business model means a decrease in customer business levels actively results in lower usages and therefore revenue for the Company.
There is a risk of recession and slowing growth. Inflationary pressures are broadly expected to continue in the short term.
These financial statements have been prepared based upon conditions existing at the end of the reporting period, 31 December 2022, and considering those events occurring subsequent to that date, that provide evidence of conditions that existed at the end of the reporting period.

Future developments
 
The Company will continue to be at the forefront of next generation managed IT, cyber security, connectivity and cloud services, unified communications and document solutions. Whilst it is particularly strongly represented in the hospitality industry, the team’s experience and capabilities mean that it is delivering value to clients across a broad and well-diversified range of sectors. The Group is well prepared for future growth and different customer landscapes and services.

Page 2

 
RIDGEWALL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022


This report was approved by the board on 19 April 2024 and signed on its behalf.



A Tillisch
Director

Page 3

 
RIDGEWALL LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022.

Results and dividends

The loss for the year, after taxation, amounted to £7,784,362 (2021 - loss £5,223,548).

The directors do not propose a dividend at the year end (2021: £Nil).

Directors

The directors who served during the year were:

A Tillisch 
M Bonnamy 
D McAnaspie (resigned 21 April 2022)
A Kane (appointed 16 November 2022, resigned 29 March 2024)
N Wills (appointed 16 November 2022, resigned 16 March 2023)

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'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's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

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

This report was approved by the board on 19 April 2024 and signed on its behalf.
 





A Tillisch
Director

Page 4

 
RIDGEWALL LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022

The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under 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 of the profit or loss of the Company for that period.

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

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

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 
RIDGEWALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RIDGEWALL LIMITED
 

Opinion


We have audited the financial statements of Ridgewall Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 Company's affairs as at 31 December 2022 and of its 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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 
RIDGEWALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RIDGEWALL LIMITED (CONTINUED)


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.


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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
RIDGEWALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RIDGEWALL LIMITED (CONTINUED)


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 financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that:
• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation etc; and
• do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These include operational and employment laws and regulations including health and safety regulations, environmental regulations and GDPR.
We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by inquiring with management and those responsible for legal and compliance framework’s. These inquiries were corroborated through a review of correspondence with regulatory bodies and gaining an understanding of the entity level controls of the Company in respect to these areas and controls in place to reduce opportunity for fraudulent transactions.
We discussed among the audit engagement team regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. We also communicated the applicable laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our specific procedures performed to address it are described below:
The principal risks related to management override in relation to posting of non-standard manual journals in respect of revenue and management bias in accounting estimates.
Procedures performed to address these were as follows:
• Walkthrough testing was carried out to identify and assess the design effectiveness of controls, management have in place to prevent and detect fraud, including known of suspected instances or non-compliance with laws and regulations and fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
• Using analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;
 
Page 8

 
RIDGEWALL LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RIDGEWALL LIMITED (CONTINUED)



• Assessing the appropriateness of accounting estimates and challenging any significant assumptions or judgements made by management;
• Incorporating testing of manual journal entries that were posted throughout the year. In particular we focused on material journal entries, journal entries posted with unusual account combinations, journal entries crediting revenue or cash, and journal entries with specific defined descriptions. These were scrutinised for evidence of unusual entries; and
• Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.


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 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.





Charalambos Patsalides (Senior Statutory Auditor)
for and on behalf of
Haslers
Chartered Accountants
Statutory Auditor
Old Station Road
Loughton
Essex
IG10 4PL

19 April 2024
Page 9

 
RIDGEWALL LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£
£

  

Turnover
 4 
6,316,415
6,511,527

Cost of sales
  
(4,081,903)
(3,066,915)

Gross profit
  
2,234,512
3,444,612

Administrative expenses
  
(7,137,478)
(7,625,444)

Exceptional administrative expenses
  
(2,341,079)
(727,152)

Other operating income
 5 
-
28,591

Operating loss
 6 
(7,244,045)
(4,879,393)

Interest receivable and similar income
 10 
-
50

Interest payable and similar expenses
 11 
(540,317)
(344,205)

Loss before tax
  
(7,784,362)
(5,223,548)

Loss for the financial year
  
(7,784,362)
(5,223,548)

There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 13 to 31 form part of these financial statements.

Page 10

 
RIDGEWALL LIMITED
REGISTERED NUMBER: 07175075

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£
£

Fixed assets
  

Intangible assets
 14 
59,031
177,095

Tangible assets
 15 
75,135
67,968

Investments
 16 
15,722,947
17,393,947

  
15,857,113
17,639,010

Current assets
  

Stocks
 17 
48,777
56,009

Debtors: amounts falling due within one year
 18 
2,342,261
1,290,802

Cash at bank and in hand
 19 
143,380
1,226,924

  
2,534,418
2,573,735

Creditors: amounts falling due within one year
 20 
(28,787,165)
(24,465,971)

Net current liabilities
  
 
 
(26,252,747)
 
 
(21,892,236)

Total assets less current liabilities
  
(10,395,634)
(4,253,226)

Creditors: amounts falling due after more than one year
 21 
(6,493,807)
(4,851,853)

  

Net liabilities
  
(16,889,441)
(9,105,079)


Capital and reserves
  

Called up share capital 
 23 
10,000
10,000

Profit and loss account
 24 
(16,899,441)
(9,115,079)

  
(16,889,441)
(9,105,079)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 19 April 2024.




A Tillisch
Director

The notes on pages 13 to 31 form part of these financial statements.

Page 11

 
RIDGEWALL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2022
10,000
(9,115,079)
(9,105,079)


Comprehensive income for the year

Loss for the year
-
(7,784,362)
(7,784,362)
Total comprehensive income for the year
-
(7,784,362)
(7,784,362)


At 31 December 2022
10,000
(16,899,441)
(16,889,441)



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 January 2021
10,000
(3,891,531)
(3,881,531)


Comprehensive income for the year

Loss for the year
-
(5,223,548)
(5,223,548)
Total comprehensive income for the year
-
(5,223,548)
(5,223,548)


At 31 December 2021
10,000
(9,115,079)
(9,105,079)


The notes on pages 13 to 31 form part of these financial statements.

Page 12

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

Ridgewall Limited is a private company, limited by shares, registered in England & Wales, with a registration number 07176075. The registered address of the company is 6th Floor 9 Appold Street, London, United Kingdom, EC2A 2AP. The principal activity of the company is that of managed IT and print management. 

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

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest pound sterling.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Hook Topco Limited as at 31 December 2022 and these financial statements may be obtained from Companies House.

Page 13

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.3

Going concern

The Company made a loss of £7,784,362 and has net current liabilities of £26,252,747 at the year end. The Company has prepared forecasts for the period to 31 December 2026 that assume that revenue will grow started in 2023 and subsequent years and that the Company will generate positive cash flow. The directors consider that the revenue growth plans are achievable but given they are future events, there is a risk that these growth rates will not be achieved. The directors would take mitigating actions if required.
Since the period end, trading conditions have continued to be challenging. However, there has been a net inflow of cash since the period end, the Group has continued to meet its day to day working capital requirements and has maintained a cash balance. The Directors believe that the hospitality industry is recovering and the sector is experiencing new investment and renewal of existing infrastructure. The Directors are confident that 2023 will show a recovery for the Group.
The terms and conditions of the business lending facility with Clydesdale Bank PLC were updated in February 2024, with revised maturity date, financial covenants and capital repayment requirements. The Company’s cash flow forecasts for the 12 months after the date of approval of these financial statements indicate that there will be no breaches of these revised covenants. The Company is confident that its ultimate controlling party and bank will continue to support the Company’s strategy and that the Company will have adequate resources to continue in operational existence. The directors have received written confirmation from its ultimate controlling party, of its intention to support the Company.
Having considered these factors, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence, meeting all liabilities as they fall due, for a period of twelve months from the approval of the financial statements and as such the directors have determined that the Company’s application of the going concern basis of accounting remains appropriate.

Page 14

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating 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. The following criteria must also be met before revenue is recognised:

Sale of IT Hardware
Revenue from the sale of goods is recognised when the following conditions are satisfied:
    - the Company has transferred the significant risks and rewards of ownership to the buyer;
    - the Company has dispatched the goods; and
    - the costs incurred and the costs to complete the transaction can be measured reliably.
Sale of IT Services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all the following conditions are satisfied:
    - the amount of revenue received at the end of the reporting period can be measured reliably;
    - the stage of completion of the contract at the end of the reporting period can be measured using
      the life if the contract reliably;
    - the costs incurred and the costs to complete the transaction can be measured reliably.

Page 15

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

  
2.6

Government Grants

Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.

 
2.7

Interest income

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

 
2.8

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.

 
2.9

Borrowing costs

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

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 16

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.11

Taxation

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 balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 balance sheet date.

 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.13

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 its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Page 17

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.14

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:

Plant and machinery
-
5 years 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.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

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 first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet 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.

 
2.17

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.

 
2.18

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.

Page 18

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.19

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.

Page 19

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.20

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, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
The directors do not believe that there have been judgements (apart from those involving estimates) made in the process of applying the above accounting policies that have had a significant effect on amounts recognised in the financial statements.

Page 20

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

4.


Turnover

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


2022
2021
£
£

Services
3,119,124
3,232,856

Equipment
3,197,291
3,278,671

6,316,415
6,511,527


All turnover arose within the United Kingdom.


5.


Other operating income

2022
2021
£
£

Government grants receivable
-
28,591

-
28,591



6.


Operating loss

The operating loss is stated after charging:

2022
2021
£
£

Exchange differences
14,852
513

Amortisation of intangible assets
118,064
72,711


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2022
2021
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements

19,380
15,800

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 21

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Employees

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


2022
2021
£
£

Wages and salaries
4,698,514
5,052,113

Social security costs
578,545
617,380

Cost of defined contribution scheme
94,409
102,512

5,371,468
5,772,005


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


        2022
        2021
            No.
            No.







Directors
3
3



Administrative
22
19



Service and support
62
60



Sales
14
13

101
95


9.


Directors' remuneration

2022
2021
£
£

Directors' emoluments
443,864
350,745

Company contributions to defined contribution pension schemes
3,192
10,500

Amounts paid to third parties in respect of directors' services
159,466
247,500

606,522
608,745


During the year retirement benefits were accruing to 3 directors (2021 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £198,031 (2021 - £150,745).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2021 - £4,500).

Page 22

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

10.


Interest receivable

2022
2021
£
£


Other interest receivable
-
50

-
50


11.


Interest payable and similar expenses

2022
2021
£
£


Bank interest payable
536,539
318,060

Other loan interest payable
3,778
26,145

540,317
344,205


12.


Taxation


2022
2021
£
£



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-
Page 23

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2021 - lower than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£
£


Loss on ordinary activities before tax
(7,784,362)
(5,223,548)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
(1,479,029)
(992,474)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
317,490
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
5,624
79,186

Capital allowances for year in excess of depreciation
17,663
(47,903)

Unrelieved tax losses carried forward
569,819
353,055

Other differences leading to an increase (decrease) in the tax charge
-
20,127

Group relief
568,433
588,009

Total tax charge for the year
-
-


Factors that may affect future tax charges

During March 2021 the UK chancellor announced an expected change to the UK’s main corporation tax rates from 19% to 25%. This was enacted into the Finance Act in June 2021. The main rate will increase to 25% from 1 April 2023 and will impact the corporation tax provision of the Company from that date


13.


Exceptional items

2022
2021
£
£


Restructing costs
532,924
670,615

Other
137,155
56,537

Impairment of investments
1,671,000
-

2,341,079
727,152

Page 24

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

14.


Intangible assets




Computer software
Goodwill
Total

£
£
£



Cost


At 1 January 2022
236,127
1,797,193
2,033,320



At 31 December 2022

236,127
1,797,193
2,033,320



Amortisation


At 1 January 2022
59,032
1,797,193
1,856,225


Charge for the year on owned assets
118,064
-
118,064



At 31 December 2022

177,096
1,797,193
1,974,289



Net book value



At 31 December 2022
59,031
-
59,031



At 31 December 2021
177,095
-
177,095



Page 25

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Tangible fixed assets





Plant and machinery

£



Cost or valuation


At 1 January 2022
126,874


Additions
33,940



At 31 December 2022

160,814



Depreciation


At 1 January 2022
58,906


Charge for the year on owned assets
26,773



At 31 December 2022

85,679



Net book value



At 31 December 2022
75,135



At 31 December 2021
67,968

Page 26

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

16.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2022
20,025,239



At 31 December 2022

20,025,239



Impairment


At 1 January 2022
2,631,292


Charge for the period
1,671,000



At 31 December 2022

4,302,292



Net book value



At 31 December 2022
15,722,947



At 31 December 2021
17,393,947


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Connecting London Limited
See below
Ordinary
100%
Telnet International Limited
See below
Ordinary
100%
Nomis Connections Limited
See below
Ordinary
100%
QDOS SBL Group Limited
See below
Ordinary
100%

All of the above companies are incorporated in the United Kingdom. The registered office for all of the above companies is 6th Floor 9 Appold Street, London, United Kingdom, EC2A 2AP.

Page 27

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

17.


Stocks

2022
2021
£
£

IT Hardware
48,777
56,009

48,777
56,009



18.


Debtors

2022
2021
£
£


Trade debtors
630,065
689,727

Amounts owed by group undertakings
1,429,504
264,740

Other debtors
69,383
39,596

Prepayments and accrued income
213,309
296,739

2,342,261
1,290,802



19.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
143,380
1,226,924

143,380
1,226,924



20.


Creditors: Amounts falling due within one year

2022
2021
£
£

Bank loans
-
1,424,793

Trade creditors
1,016,850
594,630

Amounts owed to group undertakings
25,522,549
20,030,810

Other taxation and social security
963,723
951,639

Other creditors
72,847
132,112

Accruals and deferred income
1,211,196
1,331,987

28,787,165
24,465,971


Page 28

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

21.


Creditors: Amounts falling due after more than one year

2022
2021
£
£

Bank loans
6,243,807
4,601,853

Other loans
250,000
250,000

6,493,807
4,851,853



22.


Loans


Analysis of the maturity of loans is given below:


2022
2021
£
£

Amounts falling due within one year

Bank loans
-
1,424,793


-
1,424,793

Amounts falling due 1-2 years

Bank loans
6,243,807
4,601,853

Other loans
250,000
250,000


6,493,807
4,851,853



6,493,807
6,276,646


Bank loan borrowings are secured by fixed and floating charges with a negative pledge over the assets of the company. A cross guarantee exists as detailed in note 26. Bank loan borrowings are denominated and repaid in pounds Sterling and have contractual variable rates which is the aggregate of a predefined margin and LIBOR. £6.2m of the bank loans are repayable by quarterly instalments. Included within the balance above is £416,032 of unamortised borrowing costs.
The loan notes are unsecured, bear interest at 12% and are repayable on 31 October 2025. The balance at 31 December 2022 includes accrued interest at that date.

Page 29

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

23.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



10,000 (2021 - 10,000) Ordinary shares of £1.00 each
10,000
10,000



24.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.


25.


Pension commitments

The Company 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 £94,409 (2021: £102,512).
Contributions totaling £33,240 (2021: £36,560) were payable to the fund at the balance sheet date and are included in creditors.


26.Other financial commitments

Cross guarantees to secure loan note borrowings in Hook Topco Limited and Hook Midco 1 Limited exists between Hook Topco Limited, Hook Midco 1 Limited, Hook Midco 2 Limited, Hook Bidco Limited, Ridgewall Limited, Connecting London Limited, Telnet International Limited and Nomis Connections Limited. The amounts outstanding at the balance sheet date totalled £53,057,127 (2021: £47,188,057).
A cross guarantee to secure bank loan borrowings in Ridgewall Limited exists between Ridgewall Limited, Connecting London Limited, Telnet International Limited and Nomis Connections Limited. The amount outstanding at the balance sheet date totalled £6,243,807 (2021: £6,026,646).


27.


Related party transactions

The company has taken the exemption to not disclose group transactions as permitted under FRS 102 Section 33.

Page 30

 
RIDGEWALL LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

28.


Controlling party

The directors consider the ultimate parent undertaking to be Hook Topco Limited, a company incorporated in the United Kingdom.
Hook Topco Limited is the smallest and largest group for which consolidated accounts are prepared. The consolidated accounts are available from its registered office, 6th Floor 9 Appold Street, London, United
Kingdom, EC2A 2AP.
The ultimate controlling entity is Inflexion Enterprise Fund V GP Guernsey Limited. In the opinion of the directors there is deemed to be no one controlling party.

 
Page 31