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Registered number: 13784945









REDGRAVE TOPCO LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
REDGRAVE TOPCO LIMITED
 
 
COMPANY INFORMATION


Directors
B A Hamill 
M W Keating 




Company secretary
J A Fitzsimmons



Registered number
13784945



Registered office
4th Floor
2 Savoy Court

London

WC2R 0EZ




Independent auditor
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
REDGRAVE TOPCO LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1
Directors' Report
 
 
2 - 3
Independent Auditor's Report
 
 
4 - 7
Consolidated Statement of Comprehensive Income
 
 
8 - 9
Consolidated Statement of Financial Position
 
 
9
Company Statement of Financial Position
 
 
10
Consolidated Statement of Changes in Equity
 
 
11 - 12
Company Statement of Changes in Equity
 
 
13 - 14
Consolidated Statement of Cash Flows
 
 
15
Consolidated Analysis of Net Debt
 
 
16
Notes to the Financial Statements
 
 
17 - 34


 
REDGRAVE TOPCO LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The principal activity of the Company is that of a holding company which manages the affairs of the Group whose activity consists of executive search, executive assessment, and interim management. 

Business review
 
2023 group turnover decreased slightly on prior year because of challenging market conditions.

Principal risks and uncertainties
 
The principal risk and uncertainties are as follows: 
a) The principal risk to the group derives from the macro-economic environment in both the UK and continental Europe, which may impact client hiring budgets and hence demand for the group’s services. This risk is substantially mitigated though the group’s diverse customer base which is spread across a number of different sectors and functions.
b) The future success of the Group is dependent on the continued service of senior management and other key personnel, whilst sustained future revenue growth will be driven by strategic hiring of senior staff with strong franchises in specific practice areas. The loss of the services of such staff could have a material impact on the business. However, the business is not reliant on one key individual. 

Financial key performance indicators
 
The key performance indicators in 2023 were Gross Profit (also Termed Net Fee Income), Net Fee Income per Fee Earner and Operating Profit. The Group may develop non-financial key performance indicators as the business becomes more established. However, at present the Group does not use any such performance indicators. 


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



B A Hamill
Director

Date: 25 July 2024

Page 1

 
REDGRAVE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

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

Results and dividends

The loss for the year, after taxation, amounted to £1,452,241 (2022 - loss £736,819).

Directors

The directors who served during the year were:

B A Hamill 
M W Keating 

Future developments

Since the end of the Covid-Crisis the Group has been actively hiring new consultants with a view to growing existing verticals and developing new practice areas. The specific focus has been on interim management, financial services, technology & digital and transport & infrastructure. The Group will continue to invest in these areas and others and would hope they result in a significant contribution to turnover during 2024 and 2025.

Page 2

 
REDGRAVE TOPCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Post balance sheet events

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

Auditor

Under section 487(2) of the Companies Act 2006BKL Audit LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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





B A Hamill
Director

Date: 25 July 2024

Page 3

 
REDGRAVE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REDGRAVE TOPCO LIMITED
 

Opinion


We have audited the financial statements of Redgrave Topco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 4

 
REDGRAVE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REDGRAVE TOPCO LIMITED (CONTINUED)


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


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 5

 
REDGRAVE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REDGRAVE TOPCO LIMITED (CONTINUED)


Auditor's 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 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 Group 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:

enquiring of management and those charged with governance around actual and potential litigation and claims;
enquiring of management and those charged with governance to identify any instances of noncompliance with laws and regulations;
reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
reviewing the general ledger in detail for all transactions with related parties;
performing walk through testing to ensure systems and controls are operating as recorded where appropriate;
performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.


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.


As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:


Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.





Page 6

 
REDGRAVE TOPCO LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REDGRAVE TOPCO LIMITED (CONTINUED)


Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditor's Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditor's Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statementsWe are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.


We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.


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 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.





Myfanwy Neville FCA (Senior Statutory Auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditor
  
London

 
Date: 
26 July 2024
Page 7

 
REDGRAVE TOPCO LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
12,842,498
14,187,702

Cost of sales
  
(1,152,455)
(904,100)

Gross profit
  
11,690,043
13,283,602

Administrative expenses
  
(10,957,605)
(11,721,939)

Operating profit
 5 
732,438
1,561,663

Interest receivable and similar income
  
33,033
9,407

Interest payable and similar expenses
 9 
(1,394,729)
(1,508,957)

(Loss)/profit before tax
  
(629,258)
62,113

Tax on (loss)/profit
 10 
(822,983)
(798,932)

Loss for the financial year
  
(1,452,241)
(736,819)

Total comprehensive income for the year
  
(1,452,241)
(736,819)

Profit for the year attributable to:
  

Owners of the parent company
  
(1,452,241)
(736,819)

  
(1,452,241)
(736,819)

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

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

Page 8

 
REDGRAVE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 11 
26,782,345
30,147,427

Tangible assets
 12 
40,008
59,997

  
26,822,353
30,207,424

Current assets
  

Debtors: amounts falling due within one year
 14 
2,523,780
2,720,169

Cash at bank and in hand
  
2,441,658
3,950,504

  
4,965,438
6,670,673

Creditors: amounts falling due within one year
 15 
(6,137,534)
(6,141,485)

Net current (liabilities)/assets
  
 
 
(1,172,096)
 
 
529,188

Total assets less current liabilities
  
25,650,257
30,736,612

Creditors: amounts falling due after more than one year
 16 
(14,712,216)
(18,359,530)

Net assets
  
10,938,041
12,377,082


Capital and reserves
  

Called up share capital 
 18 
801,574
845,974

Share premium account
 19 
12,320,510
12,320,510

Capital redemption reserve
 19 
57,600
-

Profit and loss account
 19 
(2,241,643)
(789,402)

Equity attributable to owners of the parent Company
  
10,938,041
12,377,082


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




B A Hamill
Director

Date: 25 July 2024

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

Page 9

 
REDGRAVE TOPCO LIMITED
REGISTERED NUMBER: 13784945

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 13 
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 14 
30,928,835
30,737,707

  
30,928,835
30,737,707

Creditors: amounts falling due within one year
 15 
(4,373,394)
(1,343,515)

Net current assets
  
 
 
26,555,441
 
 
29,394,192

Total assets less current liabilities
  
26,555,442
29,394,193

  

Creditors: amounts falling due after more than one year
 16 
(13,809,105)
(15,635,606)

  

Net assets
  
12,746,337
13,758,587


Capital and reserves
  

Called up share capital 
 18 
801,575
845,975

Share premium account
 19 
12,320,510
12,320,510

Capital redemption reserve
 19 
57,600
-

Profit and loss account brought forward
  
592,102
(54,832)

Loss/(profit) for the year
  
(1,025,450)
646,934

Profit and loss account carried forward
  
(433,348)
592,102

  
12,746,337
13,758,587


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


B A Hamill
Director

Date: 25 July 2024

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

Page 10

 

 
REDGRAVE TOPCO LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023



Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity


£
£
£
£
£


At 1 January 2023
845,974
12,320,510
-
(789,402)
12,377,082



Comprehensive income for the year


Loss for the year
-
-
-
(1,452,241)
(1,452,241)

Total comprehensive income for the year
-
-
-
(1,452,241)
(1,452,241)



Contributions by and distributions to owners


Shares cancelled during the year
(44,400)
-
-
-
(44,400)


Transfer to/from profit and loss account
-
-
57,600
-
57,600



Total transactions with owners
(44,400)
-
57,600
-
13,200



At 31 December 2023
801,574
12,320,510
57,600
(2,241,643)
10,938,041



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

Page 11

 

 
REDGRAVE TOPCO LIMITED


 

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



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


£
£
£
£


At 1 January 2022
767,176
12,320,510
(52,583)
13,035,103



Comprehensive income for the year


Loss for the year
-
-
(736,819)
(736,819)

Total comprehensive income for the year
-
-
(736,819)
(736,819)



Contributions by and distributions to owners


Shares issued during the year
92,500
-
-
92,500


Shares cancelled during the year
(13,702)
-
-
(13,702)



Total transactions with owners
78,798
-
-
78,798



At 31 December 2022
845,974
12,320,510
(789,402)
12,377,082



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

Page 12

 
REDGRAVE TOPCO LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
845,975
12,320,510
-
592,102
13,758,587


Comprehensive income for the year

Loss for the year
-
-
-
(1,025,450)
(1,025,450)
Total comprehensive income for the year
-
-
-
(1,025,450)
(1,025,450)


Contributions by and distributions to owners

Shares cancelled during the year
(44,400)
-
-
-
(44,400)

Transfer to/from profit and loss account
-
-
57,600
-
57,600


Total transactions with owners
(44,400)
-
57,600
-
13,200


At 31 December 2023
801,575
12,320,510
57,600
(433,348)
12,746,337


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

Page 13

 
REDGRAVE TOPCO LIMITED
 

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


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

£
£
£
£

At 1 January 2022
767,176
12,320,510
(54,832)
13,032,854


Comprehensive income for the year

Profit for the year
-
-
646,934
646,934
Total comprehensive income for the year
-
-
646,934
646,934


Contributions by and distributions to owners

Shares issued during the year
92,501
-
-
92,501

Shares cancelled during the year
(13,702)
-
-
(13,702)


Total transactions with owners
78,799
-
-
78,799


At 31 December 2022
845,975
12,320,510
592,102
13,758,587


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

Page 14

 
REDGRAVE TOPCO LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(1,452,241)
(736,819)

Adjustments for:

Amortisation of intangible assets
3,365,080
3,365,080

Depreciation of tangible assets
34,422
26,606

Interest payable
1,394,728
1,508,957

Interest received
(33,033)
(9,407)

Taxation charge
822,983
798,932

Decrease in debtors
195,223
234,868

Increase/(decrease) in creditors
445,536
(147,913)

Corporation tax (paid)
(800,225)
(260,967)

Net cash generated from operating activities

3,972,473
4,779,337


Cash flows from investing activities

Purchase of tangible fixed assets
(14,433)
(34,596)

Interest received
33,033
9,407

Net cash from investing activities

18,600
(25,189)

Cash flows from financing activities

Cancellation of ordinary shares
(498)
(100)

Repayment of loans
(5,145,405)
(1,302,353)

Interest paid
(354,016)
(262,286)

Net cash used in financing activities
(5,499,919)
(1,564,739)

Net (decrease)/increase in cash and cash equivalents
(1,508,846)
3,189,409

Cash and cash equivalents at beginning of year
3,950,504
761,095

Cash and cash equivalents at the end of year
2,441,658
3,950,504


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,441,658
3,950,504

2,441,658
3,950,504


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

Page 15

 
REDGRAVE TOPCO LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

3,950,504

(1,508,846)

2,441,658

Debt due after 1 year

(18,251,699)

4,104,693

(14,147,006)

Debt due within 1 year

(1,031,695)

2,204

(1,029,491)


(15,332,890)
2,598,051
(12,734,839)

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

Page 16

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The principal activity of Redgrave Topco "The Company" is that of a holding company. The principal activity of the Group is the provision of specialist recruitment consultancy services.
The Company is a private company limited by shares and is incorporated in England and Wales.  
The principle place of activity is 4th Floor, 2 Savoy Court, London, WC2R 0EZ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

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

 
2.3

Going concern

The directors have reviewed forecasts and budgets and are confident, given its strong financial position, of the Group's ability to continue trading as a going concern for the foreseeable future.

Page 17

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Group'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.

 
2.5

Revenue

Revenue from the provision of specialist recruitment services is recognised, exclusive of Value Added Tax and discounts on the following bases:
a) Revenue from retained mandates.
    - the first tranche upon the earlier of:
        (i) the production of candidate shortlist or;
        (ii) one month after the initial engagement invoice is raised;
    - the second tranche upon production of a candidate shortlist;
    - the final tranche upon the acceptance of offer by the candidates.
b) Revenue from contingent placements is recognised upon the acceptance of offer by the candidate.
c) Revenue from interim placements is recognised when the placement services are provided.
d) Revenue from amounts billed to clients for expenses incurred on their behalf is recognised when the expense is incurred.

 
2.6

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term.

 
2.7

Interest income

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

Page 18

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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

Pensions

Defined contribution pension plan

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

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

 
2.10

Share-based payments

The Group provides equity-settled share-based payment arrangements to certain employees. The fair value of the employee services received in exchange for the grant of the options in the Group, is charged to the Statement of Comprehensive Income on a straight line basis over the vesting period.
Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period.

Page 19

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; 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. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
 

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.


 
2.13

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.

Page 20

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

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:

Short-term leasehold property
-
20%
Computer equipment
-
33%

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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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

Page 21

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Financial instruments

The Company and Group only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to and from related parties and investments in non-puttable ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, 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.
Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, 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 receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
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.

Page 22

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. 
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period 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 following judgements which also include estimates have been made in applying the above accounting policies:
(a) Debtors
The Group makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.
(b) Useful economic life of goodwill
The useful economic life of the goodwill arising on consolidation is subject to estimation. In line with FRS 102, the directors have determined that the goodwill should be amortised over a 10 year period, the maximum amount allowed, given that the business have strong financial performance. Should the performance of the businesses change in the future, the directors will amend their estimate of the useful economic life of the goodwill.
(c) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the
assets. See note 13 for the carrying amount of the property plant and equipment, and accounting policy
note 2.13 for the useful economic lives for each class of assets.
(d) Valuation of an investment 
The Group makes an estimate of any potential impairment of the carrying value of investments. When
assessing the potential impairment, management considers factors the results of the subsidiaries and
future expected profits..

Page 23

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

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


2023
2022
£
£

Permanent revenue
11,092,752
12,593,560

Temporary & Temporary referral fees
1,749,746
1,594,142

12,842,498
14,187,702


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
10,310,926
12,495,465

Rest of Europe
2,026,649
617,476

Rest of the world
504,923
1,074,761

12,842,498
14,187,702



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Exchange differences
29,947
(5,347)

Other operating lease rentals
185,550
190,487

Amortisation
3,365,080
3,365,080

Depreciation
34,422
26,606


6.


Auditor's remuneration

2023
2022
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
9,821
8,850

Page 24

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

.


Fees payable to the Group's auditor and its associates in respect of:

2023
2022
£
£
The auditing of accounts of associates of the Group pursuant to legislation

27,677

19,600
 
Taxation compliance services

12,144

11,040
 
39,821

30,640
 


7.


Employees

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


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Directors salaries
229,233
223,217
-
-

Staff wages and salaries
6,060,807
7,078,694
-
-

Cost of defined contribution scheme
185,923
187,144
-
-

Staff national insurance
673,093
843,176
-
-

Directors national insurance
26,709
27,373
-
-

7,175,765
8,359,604
-
-


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
2
2
2
2



Employees
37
40
-
-

39
42
2
2


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
229,233
223,217


The highest paid director received remuneration of £229,233 (2022 - £223,217).

Page 25

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
180,517
253,731

Other loan interest payable
1,214,212
1,255,226

1,394,729
1,508,957


10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
822,983
798,932


822,983
798,932


Total current tax
822,983
798,932

Deferred tax

Total deferred tax
-
-


Taxation on profit on ordinary activities
822,983
798,932
Page 26

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the average rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(629,257)
(736,819)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(147,875)
(139,996)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
20,237
639,365

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
149,360
4,654

Capital allowances for year in excess of depreciation
(4,563)
15,089

Group relief
805,824
279,820

Total tax charge for the year
822,983
798,932


Factors that may affect future tax charges

There are no factors that may influence future tax charges.

Page 27

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Intangible assets

Group




Goodwill

£



Cost


At 1 January 2023
33,650,796



At 31 December 2023

33,650,796



Amortisation


At 1 January 2023
3,503,371


Charge for the year on owned assets
3,365,080



At 31 December 2023

6,868,451



Net book value



At 31 December 2023
26,782,345



Page 28

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Tangible fixed assets

Group






Short-term leasehold property
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
134,977
134,347
269,324


Additions
-
14,433
14,433



At 31 December 2023

134,977
148,780
283,757



Depreciation


At 1 January 2023
134,977
74,350
209,327


Charge for the year on owned assets
-
34,422
34,422



At 31 December 2023

134,977
108,772
243,749



Net book value



At 31 December 2023
-
40,008
40,008



At 31 December 2022
-
59,997
59,997

Page 29

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
1



At 31 December 2023

1





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Redgrave Bidco Limited
4th Floor, 2 Savoy Court, London, WC2R 0EZ
Ordinary shares
100%
Redgrave Holdings Limited **
4th Floor, 2 Savoy Court, London, WC2R 0EZ
Ordinary shares
100%
Redgrave Search Limited **
4th Floor, 2 Savoy Court, London, WC2R 0EZ
Ordinary shares
100%

**indirect subsidiary


14.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Trade debtors
1,881,165
1,707,263
-
-

Amounts owed by group undertakings
1,745
1,621
30,865,851
30,644,571

Other debtors
72,322
95,213
62,984
93,136

Prepayments and accrued income
568,548
916,072
-
-

2,523,780
2,720,169
30,928,835
30,737,707


Page 30

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.Debtors (continued)

Within amounts owed by group undertakings is a loan balance of £7,376,003 which is unsecured, accruing interest at 3% per annum, has no fixed date of repayment and is repayable on demand.
The remainder of the balance within amounts owed by group undertakings is unsecured, interest free with no fixed date of repayment and is repayable on demand.


15.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
506,555
1,029,491
-
-

Trade creditors
300,782
199,249
-
-

Amounts owed to group undertakings
-
-
2,013,485
11,005

Corporation tax
846,271
823,513
-
-

Other taxation and social security
747,743
808,931
839
-

Other creditors
73,102
84,911
(2)
13,602

Accruals and deferred income
3,663,081
3,195,390
2,359,072
1,318,908

6,137,534
6,141,485
4,373,394
1,343,515


Further details regarding the loans included within creditors are disclosed in note 18.
The balance within amounts owed to group undertakings is unsecured, interest free with no fixed date of repayment and is repayable on demand.


16.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Bank loans
860,838
2,616,093
-
-

Other loans
13,809,107
15,635,606
13,809,105
15,635,606

Accruals and deferred income
42,271
107,831
-
-

14,712,216
18,359,530
13,809,105
15,635,606


Further details regarding the loans included within creditors are disclosed in note 18.

Page 31

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Loans

The bank loan has been secured against whole of the property, assets and rights of the subsidiary undertakings. Interest is currently accruing on the loan balance at the Bank of England base rate plus 3.5%.
Other loans include unsecured loans due to investors and key management personnel, due for repayment in 2027 and accruing interest at 8%. 


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
506,555
1,029,491
-
-


506,555
1,029,491
-
-

Amounts falling due 1-2 years

Bank loans
860,838
2,616,093
-
-


860,838
2,616,093
-
-

Amounts falling due 2-5 years

Other loans
13,809,104
15,635,606
13,809,104
15,635,606


13,809,104
15,635,606
13,809,104
15,635,606


15,176,497
19,281,190
13,809,104
15,635,606


Page 32

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



228,882 (2022 - 228,882) Class A Ordinary Shares shares of £1.00 each
228,882
228,882
212,402 (2022 - 212,402) Class B Ordinary Shares shares of £0.50 each
106,201
106,201
288,353 (2022 - 298,927) Class C Ordinary Shares shares of £1.00 each
288,353
298,927
11,523,800 (2022 - 11,946,400) Preference Shares shares of £0.01 each
115,238
119,464

738,674

753,474

Allotted, called up and partly paid



62,900 (2022 - 92,500) Class D Ordinary Shares shares of £1.00 each
62,900
92,500

During the year 10,574 Class C Ordinary £1 shares were cancelled. 
During the year 29,600 Class D Ordinary £1 shares were cancelled. 
During the year 4,226 Preference shares of £0.01 were cancelled. 



19.


Reserves

Share premium account

The share premium account represents the amounts paid in excess of the nominal value for the preference shares issued.

Capital redemption reserve

The Capital redemption reserve represents the amounts paid below the nominal value of the ordinary shares repurchased in the period.  

Profit and loss account

The profit and loss account represent the accumulated profits and losses.


20.


Contingent liabilities

The Group forms part of a VAT group with other 100% controlled subsidiaries of Redgrave Topco Limited. The Group carries joint and several liability for all group VAT balances.

Page 33

 
REDGRAVE TOPCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £185,923 (2022: £187,144). Contributions totaling £45,725 (2022: £37,468) were payable to the fund at the reporting date and are included in creditors.


22.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
218,530
218,530

Later than 1 year and not later than 5 years
273,162
491,692

491,692
710,222

23.


Related party transactions

Where possible, the Company has taken advantage of the exemption conferred by FRS 102 section 33.1A from the requirement to disclose transactions with other wholly owned group undertakings.


24.


Controlling party

There is no ultimate controlling party of the Company or the Group.

 
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