REGISTERED NUMBER: |
UNAUDITED FINANCIAL STATEMENTS |
FOR THE PERIOD 1 AUGUST 2022 TO 31 DECEMBER 2023 |
FOR |
RAISE UP GROUP LTD |
REGISTERED NUMBER: |
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: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
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 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Share premium | 9 |
Retained earnings | 9 |
SHAREHOLDERS' FUNDS |
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. |
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 |
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 |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
4. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
Additions |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
The company's investments at the Balance Sheet date in the share capital of companies include the following: |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
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 |
Registered office: United Kingdom |
Nature of business: |
% |
Class of shares: | holding |
5. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Amounts owed by group undertakings |
Other debtors |
6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Other creditors |
Accruals and deferred income |
7. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Preference shares | 300,000 | - |
Amounts owed to group undertakings |
Other creditors |
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: | £ | £ |
A Ordinary | £1.00 | 35,836 | - |
B Ordinary | £1.00 | 26,411 | 1 |
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 |
Cash share issue | - | 13,133,449 | 13,133,449 |
At 31 December 2023 | 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. |