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Registration number: 14027665

RM Group Topco Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 31 December 2023

 

RM Group Topco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3 to 4

Statement of Directors' Responsibilities

5

Independent Auditor's Report

6 to 8

Consolidated Profit and Loss Account

9

Consolidated Statement of Comprehensive Income

10

Consolidated Balance Sheet

11

Balance Sheet

12

Consolidated Statement of Changes in Equity

13

Statement of Changes in Equity

14

Consolidated Statement of Cash Flows

15

Notes to the Financial Statements

16 to 31

 

RM Group Topco Limited

Company Information

Directors

J G Birt

K T Justice

R R J Kay

N J Lavery

S P Layzell

R Wood

Joga Automotive B.V.

Registered office

1 Parkshot
Richmond
Surrey
TW9 2RD

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

RM Group Topco Limited

Strategic Report for the Year Ended 31 December 2023

The directors present their strategic report for the year ended 31 December 2023. The comparative period is from 5 April 2022 to 31 December 2022.

Principal activity

The principal activity of the group is a specialist provider of outsourced commercialisation services to the pharmaceutical industry. The principal activity of the company is that of a holding company.

Fair review of the business

The results for the period which are set out in the consolidated profit and loss account show turnover of £8,039,639 (2022 - £5,084,388) and an operating loss of £1,123,570 (2022 - £596,463). At 31 December 2023 the group had total assets less current liabilities of £20,704,391 (2022 - £23,009,812). The directors consider the performance for the period and the financial position at the period end to be satisfactory.

The business produces monthly management information including Key Performance Indicators (“KPI”s) which are an integral part of the reporting. KPIs include revenue, contribution, operating profit and revenue pipeline. KPI’s are reviewed and altered to meet changes both in the internal and external environments.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to ongoing compliance with current and future regulations and legislation affecting the sector.

The business risks are managed through the recruitment of highly experienced managers, input from external experts and undertaking regular reviews of operational performance and KPIs.

Approved by the Board on 7 June 2024 and signed on its behalf by:


K T Justice
Director

 

RM Group Topco Limited

Directors' Report for the Year Ended 31 December 2023

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

Directors of the company

The directors who held office during the year were as follows:

J G Birt (appointed 26 April 2023)

M Doolittle (resigned 26 April 2023)

K T Justice (appointed 26 April 2023)

R R J Kay

N J Lavery

S P Layzell

R Wood

Joga Automotive B.V.

Future developments

The external environment is expected to remain competitive going forward, however, the directors are confident that the group will continue to improve the current level of performance in the future.

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The group's bank loans and loan stock are subject to price and liquidity risk as disclosed in note 16 to the financial statements.

The wider UK economy is currently experiencing an increased inflationary environment. The group reviews and manages key suppliers to minimise the impact on overall operating costs. The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cashflows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.


Exchange risk
The group is exposed to exchange risk with some businesses operating within countries where the Euro is the dominant currency. Management perform regular reviews of the antipicated risk and implement proportionate hedging measures as deemed appropriate.

 

RM Group Topco Limited

Directors' Report for the Year Ended 31 December 2023

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 7 June 2024 and signed on its behalf by:


K T Justice
Director

 

RM Group Topco Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

RM Group Topco Limited

Independent Auditor's Report to the Members of RM Group Topco Limited

Opinion

We have audited the financial statements of RM Group Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The 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 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 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

RM Group Topco Limited

Independent Auditor's Report to the Members of RM Group Topco Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities 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 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.

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 financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

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 considered the nature of the company’s industry and its control environment and reviewed the company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the company operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that 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.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

RM Group Topco Limited

Independent Auditor's Report to the Members of RM Group Topco Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;.

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

Use of our report

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





James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

7 June 2024

 

RM Group Topco Limited

Consolidated Profit and Loss Account for the Year Ended 31 December 2023

Note

Year ended 31 December 2023
 £

5 April 2022 to 31 December 2022
 £

Turnover

3

8,039,639

5,084,388

Cost of sales

 

(3,865,529)

(2,428,367)

Gross profit

 

4,174,110

2,656,021

Administrative expenses

 

(3,022,459)

(1,683,990)

Operating profit before amortisation

 

1,151,651

972,031

Amortisation of intangible assets

 

(2,275,221)

(1,568,494)

Operating loss

4

(1,123,570)

(596,463)

Other interest receivable and similar income

5

11,409

542

Interest payable and similar charges

6

(2,613,821)

(1,955,806)

Loss before tax

 

(3,725,982)

(2,551,727)

Taxation

10

(140,676)

18,205

Loss for the financial year

 

(3,866,658)

(2,533,522)

Profit/(Loss) attributable to:

 

Owners of the company

 

(3,866,658)

(2,533,522)

The above results were derived from continuing operations.

 

RM Group Topco Limited

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2023

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Loss for the year

(3,866,658)

(2,533,522)

Foreign currency translation (losses)/gains

(529,010)

1,121,387

Total comprehensive income for the year

(4,395,668)

(1,412,135)

Total comprehensive income attributable to:

Owners of the company

(4,395,668)

(1,412,135)

 

RM Group Topco Limited

(Registration number: 14027665)
Consolidated Balance Sheet as at 31 December 2023

Note

31 December 2023
 £

31 December 2022
 £

Fixed assets

 

Intangible assets

11

18,234,107

21,215,067

Tangible assets

12

56,259

61,760

 

18,290,366

21,276,827

Current assets

 

Debtors: Amounts falling due within one year

14

1,900,508

1,935,516

Debtors: Amounts falling due after more than one year

14

126,151

49,615

Cash at bank and in hand

 

2,547,420

1,361,650

 

4,574,079

3,346,781

Creditors: Amounts falling due within one year

15

(2,160,054)

(1,613,796)

Net current assets

 

2,414,025

1,732,985

Total assets less current liabilities

 

20,704,391

23,009,812

Creditors: Amounts falling due after more than one year

15

26,400,203

24,323,956

Capital and reserves

 

Called up share capital

18

10,000

9,800

Share premium reserve

101,991

88,191

Profit and loss account

(5,807,803)

(1,412,135)

Equity attributable to owners of the company

 

(5,695,812)

(1,314,144)

Total equity and long term liabilities

 

20,704,391

23,009,812

Approved and authorised by the Board on 7 June 2024 and signed on its behalf by:
 

K T Justice
Director

 

RM Group Topco Limited

(Registration number: 14027665)
Balance Sheet as at 31 December 2023

Note

31 December 2023
 £

31 December 2022
 £

Fixed assets

 

Investments

13

1

1

Current assets

 

Debtors

14

10,381,835

9,718,681

Creditors: Amounts falling due within one year

15

(64,299)

(454,953)

Net current assets

 

10,317,536

9,263,728

Total assets less current liabilities

 

10,317,537

9,263,729

Creditors: Amounts falling due after more than one year

15

(10,287,777)

(9,252,037)

Net assets

 

29,760

11,692

Capital and reserves

 

Called up share capital

18

10,000

9,800

Share premium reserve

101,991

88,191

Profit and loss account

(82,231)

(86,299)

Total equity

 

29,760

11,692

The company made a profit after tax for the financial year of £4,068 (2022 - loss after tax of £86,299).

Approved and authorised by the Board on 7 June 2024 and signed on its behalf by:
 

K T Justice
Director

 

RM Group Topco Limited

Consolidated Statement of Changes in Equity for the Year Ended 31 December 2023
Equity attributable to the parent company

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

9,800

88,191

(1,412,135)

(1,314,144)

Loss for the year

-

-

(3,866,658)

(3,866,658)

Other comprehensive income

-

-

(529,010)

(529,010)

Total comprehensive income

-

-

(4,395,668)

(4,395,668)

New share capital subscribed

200

13,800

-

14,000

At 31 December 2023

10,000

101,991

(5,807,803)

(5,695,812)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the year

-

-

(2,533,522)

(2,533,522)

Other comprehensive income

-

-

1,121,387

1,121,387

Total comprehensive income

-

-

(1,412,135)

(1,412,135)

New share capital subscribed

9,800

88,191

-

97,991

At 31 December 2022

9,800

88,191

(1,412,135)

(1,314,144)

 

RM Group Topco Limited

Statement of Changes in Equity for the Year Ended 31 December 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

9,800

88,191

(86,299)

11,692

Profit for the year

-

-

4,068

4,068

New share capital subscribed

200

13,800

-

14,000

At 31 December 2023

10,000

101,991

(82,231)

29,760

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the year

-

-

(86,299)

(86,299)

New share capital subscribed

9,800

88,191

-

97,991

At 31 December 2022

9,800

88,191

(86,299)

11,692

 

RM Group Topco Limited

Consolidated Statement of Cash Flows for the Year Ended 31 December 2023

Note

Year ended 31 December 2023
 £

5 April 2022 to 31 December 2022
 £

Cash flows from operating activities

Loss for the year

 

(3,866,658)

(2,533,522)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

4

2,301,997

1,585,283

Finance income

5

(11,409)

(542)

Finance costs

6

2,613,821

1,955,806

Income tax expense

10

140,676

(18,205)

Foreign exchange gains/losses

 

5,302

4,735

 

1,183,729

993,555

Working capital adjustments

 

Decrease/(increase) in trade debtors

14

2,062

(489,848)

Increase in trade creditors

15

90,859

288,561

Increase in deferred income, including government grants

 

426,947

78,869

Cash generated from operations

 

1,703,597

871,137

Income taxes paid

10

(183,621)

(336,745)

Net cash flow from operating activities

 

1,519,976

534,392

Cash flows from investing activities

 

Interest received

11,409

542

Acquisitions of tangible assets

(21,100)

-

Acquisition of intangible assets

11

(6,456)

(21,924,055)

Recovery of monies paid on prior acquisitions

 

191,373

-

Net cash flows from investing activities

 

175,226

(21,923,513)

Cash flows from financing activities

 

Interest paid

 

(575,578)

(174,665)

Proceeds from issue of ordinary shares, net of issue costs

 

14,000

97,991

Proceeds from bank borrowing draw downs

 

-

6,250,000

Proceeds from other borrowing draw downs

 

-

15,016,726

Repayment of other borrowing

 

-

(6,200,000)

Proceeds from issue of shares classified as liabilities

 

38,000

8,948,725

Payment of debt related costs

 

-

(1,233,696)

Net cash flows from financing activities

 

(523,578)

22,705,081

Net increase in cash and cash equivalents

 

1,171,624

1,315,960

Cash and cash equivalents at 1 January

 

1,361,650

-

Effect of exchange rate fluctuations on cash held

 

14,146

45,690

Cash and cash equivalents at 31 December

 

2,547,420

1,361,650

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
1 Parkshot
Richmond
Surrey
TW9 2RD

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a profit after tax for the financial period of £4,068 (2022 - loss after tax of £86,299).

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

Foreign subsidiaries that report locally in an alternative functional currency are translated into the presentational currency of RM Group Topco Limited on consolidation by translating all assets and liabilities at the reporting date using the relevant exchange rate at that time. Income and expenses are translated using monthly average exchange rates. The resulting exchange difference generated is recognised in other comprehensive income.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

After reviewing the group forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when: the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Government grants

Government grants are recognised based on the accrual model and are measured at the fair value of the asset received or receivable. Grants are classified as relating either to revenue or to assets. Grants relating to revenue are recognised in income over the period in which the related costs are recognised. Grants relating to assets are recognised over the expected useful life of the asset. Where part of a grant relating to an asset is deferred, it is recognised as deferred income.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current 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 group operates and generates taxable income.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Tangible assets

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Property improvements

Straight line over 5 years

Fixtures and fittings

Straight line over 5 years

Computer equipment

Straight line over 5 years

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

Internally generated software is stated at costs less any subsequent accumulated amortisation and impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

Straight line over 10 years

Internally generated software

Straight line over 7 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the group is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

3

Turnover

The analysis of the group's Turnover for the year from continuing operations is as follows:

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Rendering of services

8,039,639

5,084,388

The analysis of the group's Turnover for the year by market is as follows:

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

UK

4,860,032

3,117,017

Europe

3,137,867

1,967,371

Rest of world

41,740

-

8,039,639

5,084,388

 

4

Operating loss

Arrived at after charging

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Depreciation expense

26,776

16,789

Amortisation expense

2,275,221

1,568,494

Foreign exchange losses

6,088

4,735

Operating lease expense - property

6,545

4,892

 

5

Other interest receivable and similar income

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Interest income on bank deposits

11,409

542

 

6

Interest payable and similar expenses

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Interest on bank borrowings

575,578

197,677

Interest on preference shares

942,118

615,097

Interest expense on other borrowings

943,354

757,251

Finance charges adjacent to interest

152,771

385,781

2,613,821

1,955,806

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

7

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

Year ended 31 December 2023
 £

5 April 2022 to 31 December 2022
 £

Wages and salaries

4,132,120

2,144,721

Social security costs

588,150

354,981

Pension costs, defined contribution scheme

60,651

51,559

4,780,921

2,551,261

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

Year ended 31 December 2023
 No.

5 April 2022 to 31 December 2022
 No.

Administration and support

12

10

Sales

63

74

75

84

Company
The company incurred no staff costs and had no employees other than the directors.

 

8

Directors' remuneration

The directors' remuneration for the year was as follows:

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Remuneration

426,486

207,814

Contributions paid to money purchase schemes

3,063

-

429,549

207,814

In respect of the highest paid director:

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Remuneration

226,000

142,288

 

9

Auditors' remuneration

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Audit of these financial statements

29,750

28,000

Other fees to auditors

All other non-audit services

13,250

18,500

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Current taxation

UK corporation tax

216,008

(7,832)

UK corporation tax adjustment to prior periods

484

-

216,492

(7,832)

Foreign tax

(32,226)

74,659

Total current income tax

184,266

66,827

Deferred taxation

Arising from origination and reversal of timing differences

(40,393)

(64,646)

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

(3,197)

(20,386)

Total deferred taxation

(43,590)

(85,032)

Tax expense/(receipt) in the income statement

140,676

(18,205)

The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of 23.52% (2022 - 19%).

The differences are reconciled below:

Year ended 31 December 2023
£

5 April 2022 to 31 December 2022
£

Loss before tax

(3,725,982)

(2,551,727)

Corporation tax at standard rate

(876,351)

(484,828)

Effect of expense not deductible in determining taxable profit (tax loss)

808,257

470,664

Effect of tax losses

72,235

-

Effect of foreign tax rates

(21,918)

3,526

Deferred tax credit relating to changes in tax rates or laws

(2,532)

(20,386)

Increase from tax losses for which no deferred tax asset was recognised

193,392

12,819

Deferred tax credit from unrecognised temporary difference from a prior period

(32,407)

-

Total tax charge/(credit)

140,676

(18,205)

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Deferred tax

Group

Deferred tax assets and liabilities

2023

Asset
£

Short term timing differences

2,381

Non trading timing differences

126,151

128,532

2022

Asset
£

Short term timing differences

169

Non trading timing differences

49,615

Taxable losses

35,248

85,032

£126,151 (2022 - £49,615) of deferred tax asset is considered to be recoverable after more than one year.

 

11

Intangible assets

Group

Goodwill
 £

Software development costs
 £

Total
£

Cost

At 1 January 2023

22,053,647

729,914

22,783,561

Additions acquired separately

-

6,456

6,456

Adjustments to prior acquisitions

(191,373)

-

(191,373)

Foreign exchange movements

(501,699)

(14,530)

(516,229)

At 31 December 2023

21,360,575

721,840

22,082,415

Amortisation

At 1 January 2023

1,481,898

86,596

1,568,494

Amortisation charge

2,147,905

127,316

2,275,221

Foreign exchange movements

4,159

434

4,593

At 31 December 2023

3,633,962

214,346

3,848,308

Carrying amount

At 31 December 2023

17,726,613

507,494

18,234,107

At 31 December 2022

20,571,749

643,318

21,215,067

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

12

Tangible assets

Group

Property improvements
£

Furniture, fittings and equipment
 £

Total
£

Cost

At 1 January 2023

25,689

52,860

78,549

Additions

-

21,100

21,100

Foreign exchange movements

(423)

(911)

(1,334)

At 31 December 2023

25,266

73,049

98,315

Depreciation

At 1 January 2023

4,733

12,056

16,789

Charge for the year

7,455

19,321

26,776

Foreign exchange movements

(470)

(1,039)

(1,509)

At 31 December 2023

11,718

30,338

42,056

Carrying amount

At 31 December 2023

13,548

42,711

56,259

At 31 December 2022

20,956

40,804

61,760

 

13

Investments

For the year ending 31 December 2023 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:

RM Group Midco Limited

RM Group Bidco Limited

Republic M! UK Limited

Company

31 December 2023
£

31 December 2022
£

Investments in subsidiaries

1

1

Subsidiaries

£

Cost and carrying amount

At 1 January 2023 and at 31 December 2023

1

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

RM Group Midco Limited

England and Wales

Ordinary

100%

100%

RM Group Finco Limited

England and Wales

Ordinary

100%

100%

RM Group Bidco Limited

England and Wales

Ordinary

100%

100%

Republic M! UK Limited

England and Wales

Ordinary

100%

100%

Republic M! Holding B.V.

The Netherlands

Ordinary

100%

100%

Republic M! B.V.

The Netherlands

Ordinary

100%

100%

Republic M! Deutschland GMBH

Germany

Ordinary

100%

100%

Republic M! Italia S.R.L

Italy

Ordinary

100%

0%

Republic M! Pharma Services Espana

Spain

Ordinary

100%

0%

The principal activity of RM Group Midco Limited, RM Group Finco Limited, RM Group Bidco Limited and Republic M! Holding B.V. is that of an intermediate holding company.

The principal activity of Republic M! K Limited, Republic M! B.V., Republic M! Deutschland MBH, Republic M! Italia S.R.L and Republic M! Pharma Services Espana is a specialist provider of outsourced commercialisation services to the pharmaceutical industry.

All companies are held indirectly other than RM Group Midco Limited.

The registered address of RM Group Midco Limited, RM Group Finco Limited and RM Group Bidco Limited is the same address as the company. The registered address of Republic M! UK Limited is 1 Parkshot, Richmond, Surrey, TW9 2RD. The registered address of Republic M! Holding B.V and Republic M! B.V is J.L. van Rijweg 143, 2713 HZ Zoetermeer, The Netherlands. The registered address of Republic M! Deutschland GMBH is Königsallee 92a, 40212 Düsseldorf, Germany. The registered address of Republic M! Italia S.R.L is Via Giosue Carducci 31 Milano (MI) CAP 210123. The registered address for Republic M! Pharma Services Espana S.L. is CL Mariano Cubi Num.7 08006 Barcelona.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

14

Debtors

   

Group

Company

Note

31 December 2023
 £

31 December 2022
 £

31 December 2023
 £

31 December 2022
 £

Trade debtors

 

1,529,249

1,828,793

-

-

Amounts owed by group undertakings

20

-

-

10,351,195

9,717,748

Other debtors

 

324,346

14,414

-

933

Prepayments

 

44,532

56,892

30,640

-

Deferred tax assets

10

128,532

85,032

-

-

   

2,026,659

1,985,131

10,381,835

9,718,681

Less non-current portion

 

(126,151)

(49,615)

-

-

Total current trade and other debtors

 

1,900,508

1,935,516

10,381,835

9,718,681

Details of non-current trade and other debtors

Group

£126,151 (2022 - £49,615) of deferred tax asset is classified as non-current.

 

15

Creditors

   

Group

Company

Note

31 December 2023
 £

31 December 2022
 £

31 December 2023
 £

31 December 2022
 £

Due within one year

 

Trade creditors

 

312,402

216,633

33,909

-

Amounts due to group undertakings

20

-

-

30,390

334,953

Social security and other taxes

 

452,375

383,217

-

-

Outstanding defined contribution pension costs

 

9,050

-

-

-

Other creditors

 

68,168

100,021

-

40,000

Accrued expenses

 

626,944

650,402

-

80,000

Corporation tax liability

10

40,354

39,709

-

-

Deferred income

 

650,761

223,814

-

-

 

2,160,054

1,613,796

64,299

454,953

Due after one year

 

Loans and borrowings

16

26,400,203

24,323,956

10,287,777

9,252,037

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

16

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

5,996,423

5,940,075

-

-

Redeemable preference shares

10,287,777

9,252,037

10,287,777

9,252,037

Other borrowings

10,116,003

9,131,844

-

-

26,400,203

24,323,956

10,287,777

9,252,037

Other borrowings consist of loan notes outstanding of £10,116,003 (2022 - £9,131,844) which includes accrued interest of £1,557,920 (2022 - £614,566) and are stated after deducting £258,643 (2022 - £299,448) of costs associated with the raising of this finance which are being released to the profit and loss account over the term of the debt in accordance with FRS102. The loan notes balance excluding accrued interest and gross of unamortised debt costs was £8,816,726.

Other borrowings at 31 December 2023 are made up of A2 loan notes, B loan notes and C loan notes. All loan notes are unsecured and repayable in full on 22 April 2030. Interest is charged at 10% and is payable in quarterly instalments or accrued and rolled up into the principle of the loan notes if the interest is not paid.

The bank loans outstanding of £5,996,423 (2022 - £5,940,075) are stated after deducting £253,577 (2022 - £309,925) of costs associated with the raising of finance, which are being released to the profit and loss account over the term of the debt in accordance with FRS102. The bank loans balance gross of unamortised debt costs was £6,250,000.

The bank loan borrowings at 31 December 2023 are repayable in full on 19 July 2028. Interest is charged on the facility at 4.75% above SONIA and the loan is secured by a fixed and floating charge over the assets of the group.

Preference shares classified as debt

Group and Company

31 December 2023

31 December 2022

No

£

No

£

A preference shares of £1 each

5,956,009

5,956,009

5,956,009

5,956,009

B preference shares of £1 each

2,771,216

2,771,216

2,771,216

2,771,216

C preference shares of £1 each

69,500

69,500

69,500

69,500

D preference shares of £1 each

190,000

190,000

152,000

152,000

8,986,725

8,986,725

8,948,725

8,948,725

The A, B and C preference shares are unsecured and carry a 10% annual cumulative dividend (calculated by reference to the issue price of £1 each), which is payable on redemption of the shares. The D preference shares are unsecured and carry a 0.5% annual cumulative dividend (calculated by reference to the issue price of £1 each), which is payable on redemption of the shares. The shares can be redeemed at the option of the holders on the sale or flotation of the company. The preference shares above represent the nominal value of the shares of £8,986,725 (2022 - £8,948,725) plus accrued dividends of £1,557,215 (2022 - £615,097) and gross of amortised debt costs of £256,163 (2022 - £311,785).

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

17

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £60,651 (2022 - £51,559).Contributions totalling £9,050 (2022 - £Nil) were payable to the scheme at the end of the year and are included in creditors.

 

18

Share capital

Allotted, called up and fully paid shares

 

31 December 2023

31 December 2022

 

No.

£

No.

£

A Ordinary of £1 each

6,596

6,596

6,596

6,596

B Ordinary of £1 each

2,304

2,304

2,304

2,304

C Ordinary of £1 each

100

100

100

100

D Ordinary of £1 each

1,000

1,000

800

800

 

10,000

10,000

9,800

9,800

During the year 200 Ordinary D shares were issued at a nominal value of £1 each for a consideration of £70 resulting in share capital of £200 and share premium of £13,800.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

19

Analysis of changes in net debt

Group

At 1 January 2023
£

Cash flows
£

Foreign exchange movements
£

Other non-cash changes
£

At 31 December 2023
£

Cash and cash equivalents

Cash

1,361,650

1,171,624

14,146

-

2,547,420

Borrowings

Bank borrowings

(5,940,075)

-

-

(56,348)

(5,996,423)

Loan notes

(9,131,844)

-

-

(984,159)

(10,116,003)

Redeemable preference shares

(9,252,037)

(38,000)

-

(997,740)

(10,287,777)

(24,323,956)

(38,000)

-

(2,038,247)

(26,400,203)

 

(22,962,306)

1,133,624

14,146

(2,038,247)

(23,852,783)

Other non-cash changes include £56,348 relating to the amortisation of capitalised debt costs which bank borrowings are shown net of and interest accrued of £984,159 and £997,740 on loan notes and redeemable preference shares shown as borrowings respectively.

 

RM Group Topco Limited

Notes to the Financial Statements for the Year Ended 31 December 2023

 

20

Related party transactions

Group

Summary of transactions with parent

At 31 December 2023 £7,008,789 (2022 - £6,370,482) of loan notes advanced by the ultimate controlling party remained outstanding which includes accrued interest of £1,052,780 (2022 - £414,473).

During the period, the group's ultimate controlling party charged the group £49,875 (2022 - £73,243) of monitoring fees of which were paid during the year.

Company

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 8 to the financial statements.
 

 

21

Parent and ultimate parent undertaking

The ultimate controlling party is Queen's Park Equity LLP, incorporated in England and Wales. Queen's Park Equity LLP is considered to have no single controlling party.