IRIS Accounts Production v24.1.4.33 13753273 Board of Directors 1.8.22 31.12.23 31.12.23 true false true false false true false A Ordinary 1.00000 B Ordinary 1.00000 D Ordinary 1.00000 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pure137532732022-07-31137532732023-12-31137532732022-08-012023-12-31137532732021-11-17137532732021-11-182022-07-31137532732022-07-3113753273ns16:EnglandWales2022-08-012023-12-3113753273ns15:PoundSterling2022-08-012023-12-3113753273ns11:Director12022-08-012023-12-3113753273ns11:PrivateLimitedCompanyLtd2022-08-012023-12-3113753273ns11:SmallEntities2022-08-012023-12-3113753273ns11:AuditExempt-NoAccountantsReport2022-08-012023-12-3113753273ns11:SmallCompaniesRegimeForDirectorsReport2022-08-012023-12-3113753273ns11:SmallCompaniesRegimeForAccounts2022-08-012023-12-3113753273ns11:FullAccounts2022-08-012023-12-3113753273ns11:OrdinaryShareClass12022-08-012023-12-3113753273ns11:OrdinaryShareClass22022-08-012023-12-3113753273ns11:OrdinaryShareClass32022-08-012023-12-3113753273ns11:Director22022-08-012023-12-3113753273ns11:Director32022-08-012023-12-3113753273ns11:Director42022-08-012023-12-3113753273ns11:Director52022-08-012023-12-3113753273ns11:RegisteredOffice2022-08-012023-12-3113753273ns6:CurrentFinancialInstruments2023-12-3113753273ns6:CurrentFinancialInstruments2022-07-3113753273ns6:Non-currentFinancialInstruments2023-12-3113753273ns6:Non-currentFinancialInstruments2022-07-3113753273ns6:ShareCapital2023-12-3113753273ns6:ShareCapital2022-07-3113753273ns6:SharePremium2023-12-3113753273ns6:SharePremium2022-07-3113753273ns6:RetainedEarningsAccumulatedLosses2023-12-3113753273ns6:RetainedEarningsAccumulatedLosses2022-07-3113753273ns6:AdditionsToInvestments2023-12-3113753273ns6:CostValuation2023-12-3113753273ns6:Subsidiary12022-08-012023-12-31137532731ns6:Subsidiary12022-08-012023-12-31137532732ns6:Subsidiary12022-08-012023-12-3113753273ns6:Subsidiary22022-08-012023-12-3113753273ns6:Subsidiary232022-08-012023-12-3113753273ns6:Subsidiary242022-08-012023-12-3113753273ns6:Subsidiary32022-08-012023-12-31137532735ns6:Subsidiary32022-08-012023-12-3113753273ns6:WithinOneYearns6:CurrentFinancialInstruments2023-12-3113753273ns6:WithinOneYearns6:CurrentFinancialInstruments2022-07-3113753273ns6:Non-currentFinancialInstruments2022-08-012023-12-3113753273ns11:OrdinaryShareClass12023-12-3113753273ns11:OrdinaryShareClass22023-12-3113753273ns11:OrdinaryShareClass32023-12-3113753273ns6:RetainedEarningsAccumulatedLosses2022-08-012023-12-31
REGISTERED NUMBER: 13753273 (England and Wales)















UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023

FOR

RAISE UP GROUP LTD

RAISE UP GROUP LTD (REGISTERED NUMBER: 13753273)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023










Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


RAISE UP GROUP LTD

COMPANY INFORMATION
FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023







DIRECTORS: T W Bailey
B Stafford
B V S J White
P G Taylor
A D Fullbrook





REGISTERED OFFICE: Procession House 55 Ludgate Hill
2nd Floor
London
EC4M 7JW





REGISTERED NUMBER: 13753273 (England and Wales)





ACCOUNTANTS: Crowe U.K. LLP
Riverside House
40-46 High Street
Maidstone
Kent
ME14 1JH

RAISE UP GROUP LTD (REGISTERED NUMBER: 13753273)

BALANCE SHEET
31 DECEMBER 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 4 4,951,321 -

CURRENT ASSETS
Debtors 5 8,655,261 -
Cash at bank and in hand 11 1
8,655,272 1
CREDITORS
Amounts falling due within one year 6 76,550 -
NET CURRENT ASSETS 8,578,722 1
TOTAL ASSETS LESS CURRENT
LIABILITIES

13,530,043

1

CREDITORS
Amounts falling due after more than one
year

7

302,209

-
NET ASSETS 13,227,834 1

CAPITAL AND RESERVES
Called up share capital 8 70,667 1
Share premium 9 13,133,449 -
Retained earnings 9 23,718 -
SHAREHOLDERS' FUNDS 13,227,834 1

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:
(a)ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and
(b)preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 25 July 2024 and were signed on its behalf by:





T W Bailey - Director


RAISE UP GROUP LTD (REGISTERED NUMBER: 13753273)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023


1. STATUTORY INFORMATION

Raise Up Group Ltd is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors confirm that they consider that the going concern basis remains appropriate. The directors believe this to be the case as the company has no significant third party long-term liabilities. A new Group structure was formed in the prior financial year with Raise Up Group Ltd as the new parent company. 1st PS Limited, Raise Platform Limited and 1PS Group Limited along with its subsidiary 1PS Software and Support Solutions Private Ltd, India are all wholly-owned subsidiaries of Raise Up Group Ltd.

Having regard to the above, the directors believe it is appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Taxation
Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Debtors
Short term debtors are measured at transaction price, less any impairment.

RAISE UP GROUP LTD (REGISTERED NUMBER: 13753273)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023


2. ACCOUNTING POLICIES - continued

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 no significant risk of change in value.

Financial instruments
The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Creditors
Short term creditors are measured at the transaction price.

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 11 Financial Instruments paragraphs 11.39 to 11.48A;
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.29;
- the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
- the requirements of Section 33 Related Party Disclosures paragraph 33.7.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the period was 5 (2022 - 1 ) .

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
Additions 4,951,321
At 31 December 2023 4,951,321
NET BOOK VALUE
At 31 December 2023 4,951,321

The company's investments at the Balance Sheet date in the share capital of companies include the following:

1PS Group Limited
Registered office: United Kingdom
Nature of business: Software development consultants
%
Class of shares: holding
Ordinary A 100.00
Ordinary B 100.00

1st PS Limited
Registered office: United Kingdom
Nature of business: Software development consultants
%
Class of shares: holding
Ordinary A 100.00
Ordinary B 100.00

RAISE UP GROUP LTD (REGISTERED NUMBER: 13753273)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023


4. FIXED ASSET INVESTMENTS - continued

Raise Platform Limited
Registered office: United Kingdom
Nature of business: Software development consultants
%
Class of shares: holding
Ordinary 100.00

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Amounts owed by group undertakings 8,646,841 -
Other debtors 8,420 -
8,655,261 -

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Other creditors 75,050 -
Accruals and deferred income 1,500 -
76,550 -

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
2023 2022
£    £   
Preference shares 300,000 -
Amounts owed to group undertakings 1 -
Other creditors 2,208 -
302,209 -

The preference shares carry the right to a fixed 6% cumulative preference dividend. The shares can be redeemed at the option of the company and must be redeemed on the event of a sale. The dividend is payable in equal installments on the last business day of March, June, September & December. All unpaid dividends should be paid on exit or if earlier the redemption of the shares. The preference shares do not carry voting rights. In accordance with FRS 102 the preference shares are treated as debt and the preference dividend as interest.

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
35,836 A Ordinary £1.00 35,836 -
26,411 B Ordinary £1.00 26,411 1
8,420 D Ordinary £1.00 8,420 -
70,667 1

RAISE UP GROUP LTD (REGISTERED NUMBER: 13753273)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023


8. CALLED UP SHARE CAPITAL - continued

Shares were issued during the period as follows:

Cash at par;
300,000 Preference shares of £1.00 for £300,000
8,420 D Ordinary shares of £1.00 for £8,420

Cash at premium;
26,410 B Ordinary shares of £1.00 for £3,169,200
35,836 A Ordinary shares of £1.00 for £10,026,495

Ordinary A shares have full voting rights and are entitled to attend any members meetings or vote on any members resolutions of the company. Dividends may be paid to the holders of one or more classes of shares to the exclusion of the other(s) or to all classes of shares, provided always that the A ordinary and B ordinary shares shall each be entitled to be paid a minimum dividend in each financial year equal to 5% of the aggregate dividends declared by the company on all classes of ordinary shares during the relevant financial year.

Ordinary B shares have full voting rights and are entitled to attend any members meetings or vote on any members resolutions of the company. Dividends may be paid to the holders of one or more classes of shares to the exclusion of the other(s) or to all classes of shares, provided always that the A ordinary and B ordinary shares shall each be entitled to be paid a minimum dividend in each financial year equal to 5% of the aggregate dividends declared by the company on all classes of ordinary shares during the relevant financial year.

On 5th August 2022 Raise Up Group Ltd issued 4,275 warrants over 4,275 'A Ordinary' shares. The warrants can be exercised from 1st April 2023 to (and including) the earlier of 1st March 2026 and the date of an exit.

The warrant shares rank pari passu and form one class with the fully paid shares of the same class then in issue, subject to the Articles and the Shareholders Agreement and entitle the registered holder to receive any dividend or other distribution announced or declared on or after the date of issue of the relevant Warrant Shares.

9. RESERVES
Retained Share
earnings premium Totals
£    £    £   

Profit for the period 23,718 23,718
Cash share issue - 13,133,449 13,133,449
At 31 December 2023 23,718 13,133,449 13,157,167

10. ULTIMATE CONTROLLING PARTY

The directors consider there to be no ultimate controlling party.

11. SHARE-BASED PAYMENT TRANSACTIONS

During the year, the company established an EMI share option plan granting share options to employees of the company. The options only vest upon an exit, meaning a share sale, an asset sale or a capital raising which the Board has determined should be treated as an exit. The exercise price is £14.72 and during the year 1200 options were granted to employees.