Company registration number 14665670 (England and Wales)
RISE MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
RISE MIDCO LIMITED
COMPANY INFORMATION
Directors
Mr P Baker
(Appointed 13 April 2023)
Mr G Blackburn
(Appointed 13 April 2023)
Mr E Ethelston
(Appointed 26 September 2023)
Mr A O'Hickey
(Appointed 13 April 2023)
Mr J R M Price
(Appointed 13 April 2023)
Company number
14665670
Registered office
C/O Horizon Capital LLP Level 9
The Shard
32 London Bridge Street
London
SE1 9SG
Auditor
Critchleys Audit LLP
Beaver House
23-38 Hythe Bridge Street
Oxford
OX1 2EP
RISE MIDCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 11
Group profit and loss account
12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the group financial statements
19 - 36
RISE MIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 1 -

The directors present the strategic report together with the audited financial statements for the Period ended 31 December 2023.

Principal activities

The principal activity of the group is consulting and professional services to the built-environment sector helping clients transform the quality and sustainability of their projects and activities.

Business Review

Following incorporation on the 15 February 2023 the group acquired Ridge and Partners LLP (Ridge) and its subsidiaries on the 13 April 2023. The acquisition involved two of the group’s subsidiaries acquiring the partnership interests of the former partners for cash and share consideration.

 

In order to support the financing of the acquisition of Ridge the group put in place bank financing with HSBC of £50.5m drawn borrowings and a further £12.5m of undrawn facilities as at 13 April 2023.

 

As a Built Environment Consultancy, Ridge provides its clients access to a wide range of integrated expertise and professional disciplines, helping them transform the quality and sustainability of their built environment projects.

 

Ridge reported growth in turnover to £119.7m for the financial year ended 31 December 2023, an increase of 29% on turnover of £93.0m last year.

 

Ridge has over 1,100 people who provide expertise with a personal touch, based on understanding, commitment and trust. From across 11 offices, the multidisciplinary teams are Partner-led, providing expert counsel and practical hands-on support, aligned directly with clients’ specific needs. They harness the right skills – at the right time – to deliver the very best results.

  

As part of the strategic growth plan, Ridge is continuing to expand sector and discipline coverage. In November 2023 the group completed the acquisition of Concert Consulting Group Limited, a long-established project and cost management business that specialises in data centres. Data centres are identified as a key growth opportunity and this acquisition augments the organic data centre capabilities of the group and immediate scale with revenues of £5m. Concert also brings considerable capability and partner level expertise to both the commercial sector and the London office.

 

During 2023 key hires were recruited to build out capability in net zero consultancy, design management, fire engineering and flood resilience and augmented the regional partner presence in core disciplines such as structural engineering, expert witness, project management, cost management and building surveying.

 

The group has invested in corporate functions during the year with expansion of the People Team in particular, to enhance employees’ experience at Ridge by nurturing a culture where people feel valued, supported and connected to the vision and strategy. Further investment has also been made in Technology, Social Value and Risk & Compliance. A Chief Financial Officer and Marketing Director were added to the management team and are focused on supporting and driving improvements across strategy, planning, finance operations, brand, marketing and communications as part of the business growth journey.

 

Given the change in structure and acquisition part way through the year there is no direct correlation between the EBITDA pre-acquisition and the EBITDA post-acquisition, primarily due to the remuneration changes between partnership drawings and employee remuneration post 13 April 2023.

 

 

 

 

 

 

 

 

 

 

 

RISE MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 2 -
EBITDA for the period from 13 April 2023 to 31 December 2023 is £11.0m, with the proforma adjusted EBITDA for the 12 months to 31 December 2023 being £18.7m
Operating profit
£2.2m
Add back depreciation
£1.0m
Add back amortisation
£7.8m
EBITDA
£11.0m
Proforma acquistions - Ridge and Partners LLP
£6.5m
Proforma acquistions - Concert
£0.8m
one-off costs
£2.1m
Changes to operating costs due to change in structure
£(1.7)m
Adjusted EBITDA
£18.7m
Principal risks and uncertainties

As a built environment consultancy risk derives from those typical to the sector, related nature of the projects and professional services provided. These risk exposures are regularly reviewed and monitored with internal processes and procedures in place to minimize the risks, including internal QA, compliance and audit, health and safety expertise, contractual protections and professional indemnity cover. The business utilizes a captive insurer to take on the first layer of professional indemnity risks before risk transfer to the insurance market.

 

Financial risk is derived from the borrowing within Rise Bidco Limited at a floating rate linked to SONIA. The profitability, cash generation and headroom are closely monitored with the directors comfortable there is sufficient headroom at the date of the accounts.

Development and Performance

The results for the period and the financial position at period end were considered satisfactory by the directors and expect the business to continue to grow in the foreseeable future.

Key Performance Indicators

The Group reports to the board on a number of KPIs and where relevant are proforma for all acquisitions at the balance sheet date (and therefore include the full year impact of the acquisition of Ridge and Partners LLP and Concert Consulting Group Ltd.

KPI
Definition
Proforma 2023
Net Fee Income
Revenue less the cost of third party sub-consultants and outworkers
£110.8m
Adjusted EBITDA
This is a non-FRS102 measure used by the board to assess performance and is defined as operating profit, adding back depreciation, amortization and one-off or costs directly related to the investment structure and pro-forma adjustments for acquisitions
£18.7m
RISE MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 3 -
Directors' statement of compliance with duty to promote the success of the Group

S172(1) (A) – “The likely consequences of any decision in the long term”

 

The Directors understand the business and the key stakeholders and assess the impact of its key decisions on all stakeholders including customers, employee, suppliers and society overall. The board of directors meets on a monthly basis to assess current performance and future strategy, including the strategic fit of acquisitions. More frequent interactions occur between the board to ensure the appropriate cadence and speed of decision making.

 

S172(1)(B) – “The interests of the group’s employees”

 

Employees are a key element of the business and the success and growth of the business is driven by their contribution, performance and cultural alignment to the Group’s values. Each Ridge office has regular engagement opportunities for employees to participate and contribute and to understand progression of the business towards its objectives. Employees have access to an array of benefits and support and fair terms of employment. Training and development, including professional accreditations are actively encouraged and supported.

S172(1)(C) – “The need to foster the Group's business relationships with suppliers, customers and others”

 

Customer engagement is taken seriously with customer care interviews embedded in the quality process. Complaint are taken seriously and escalated to a senior employee where necessary. A cycle of continuous improvement through learning is also in place. Supplier partnership is recognized as important to our success and ensuring fair terms and appropriate policies to support this is a focus for the business. The business has developed a Social Value team to build out the ethos of having an exponential impact on society and the environment through the work and projects we work on.

 

S172 (1)(D) – “The impact of the company's operations on the community and the environment”

 

Social Value has become a core component of our sustainability strategy, helping our teams to understand the social, economic and environmental value we create for our people, communities and supply chain partners.  We leverage our strategic relationships with charities to deliver social value across a wide range of communities.  We also set a side an annual Community Investment Fund and donate our expertise to support charitable causes.

 

Our social value approach is guided by 4 strategic social value outcomes:

 

Equitable economy: We promote fairness and access to opportunities including jobs, education and commercial opportunities

 

Resilient community: We help to strengthen communities where our offices are based and where our services are delivered.

 

Safeguarded environment:  We take steps to reduce any negative impact on the environment through our business operations

 

Responsible business:  We take bold steps to deliver our business services responsibly.

S172 (1)(E) – “The desirability of the company to maintain a reputation for high standards of business conduct”

 

The Group is known for its professional service delivery and high stands of customer care and business ethics. A number of UK and international standards are adhered to and there is board oversight of service delivery and the senior management team with the board comprising two investor non-executive directors and a non-executive

Chair.

 

S172 (1)(F) - “The need to act fairly as between members of the company”

 

The members of the company are communicated to monthly with a detailed information on performance and other relevant matters.

RISE MIDCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 4 -

On behalf of the board

Mr A O'Hickey
Director
25 June 2024
RISE MIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 5 -

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

Results and dividends

The results for the Period are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the Period and up to the date of signature of the financial statements were as follows:

Mr P Baker
(Appointed 13 April 2023)
Mr G Blackburn
(Appointed 13 April 2023)
Mr E Ethelston
(Appointed 26 September 2023)
Mr A O'Hickey
(Appointed 13 April 2023)
Mr J R M Price
(Appointed 13 April 2023)
Mr L A Kingston
(Appointed 15 February 2023 and resigned 13 April 2023)
Mr J E Teasdale
(Appointed 15 February 2023 and resigned 13 April 2023)
Financial instruments
Liquidity risk

The Group manages its cash and borrowing requirements to maximise interest income and minimise interest expense while ensuring day to day liquidity is maintained for business needs. The business has access to a £2.5m revolving credit facility which is undrawn at the balance sheet date.

Interest rate risk

The Group’s cash and bank loan balances are subject to floating interest rates. The Group manages leverage and cash balances to minimize overexposure to interest rate increases.

Credit risk

Cash balances are held in either Barclays Bank or HSBC. Customer credit terms are set to reduce long term exposure and credit checks are regularly carried out. Outstanding debts are reviewed weekly and any amounts overdue are escalated. Appropriate doubtful debt provisions are maintained.

Disabled persons

Applications of employment from disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of employees becoming disabled every effort is made to ensure their employment within the Group continues and that the appropriate support is provided. It is the policy of the Group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Post reporting date events

There are no events to disclose.

RISE MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 6 -
Energy and carbon report

Our 360 Sustainability Framework puts carbon reduction at the forefront of our ambitions. The key benefit of the model is that it delivers a holistic, sustainability-led solution, rather than focusing on individual targets. This ensures that we achieve our ambitions via robust and measured outcomes as well as providing us the ongoing opportunity to improve and innovate.

Our ability to achieve our ambitions in Energy, Carbon and Climate are inextricably linked to the other nine themes within the Sustainability framework, in particular: Materials, Resources and Waste; Travel, Transport and Mobility; and Ecology and Biodiversity.

Within the theme dedicated to Energy, Carbon and Climate theme, Ridge has outlined a Carbon Management Plan with a Net Zero Carbon Roadmap. The first stage of the Net Zero Carbon Roadmap is to complete an Emissions Profile. Ridge has conducted a carbon emissions assessment of all relevant categories within scope one and scope two and has completed carbon emissions assessments of material scope three emissions. The Emissions Profile baselines are based on the Science Based Targets Initiative (SBTi) and are being used to refine our more detailed carbon reduction targets. Our aims and objectives in relation to carbon reduction are guided by three overarching principles:

 

2023
Energy consumption (adjusted to reflect the full year)
kWh
Aggregate of energy consumption in the year
1,213,165
2023
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
89.70
- Fuel consumed for owned transport
-
89.70
Scope 2 - indirect emissions
- Electricity purchased
148.10
Total gross emissions
237.80
Intensity ratio
Tonnes CO2e per employee
0.23
Quantification and reporting methodology

The group has followed the HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the DEFRA Fuel Emissions Conversion Factors each year for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per FTE, a recommended ratio for the sector.

RISE MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 7 -
Measures taken to improve energy efficiency

We have increased video conferencing technology for meetings to reduce the need for travel between sites, and launched a new additional electric-only car scheme alongside our existing scheme. We have also commenced reviews into energy efficiency measures that fall within our leased spaces such as lighting replacement.  During 2024 we have also migrated those offices where we procure electricity directly to green energy tariffs. We carry out annual travel surveys with all our staff and use the information to inform decisions on new office locations and travel to work schemes.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mr A O'Hickey
Director
25 June 2024
2024-06-25
RISE MIDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 8 -

The directors are responsible for preparing the Annual 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:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

RISE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RISE MIDCO LIMITED
- 9 -
Opinion

We have audited the financial statements of Rise Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 December 2023 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the group financial statements, including 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:

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 and parent company 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 and 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.

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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

RISE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RISE MIDCO LIMITED
- 10 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

 

RISE MIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RISE MIDCO LIMITED
- 11 -

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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.

Robert Kirtland (Senior Statutory Auditor)
For and on behalf of Critchleys Audit LLP
26 June 2024
Chartered Accountants
Statutory Auditor
Beaver House
23-38 Hythe Bridge Street
Oxford
OX1 2EP
RISE MIDCO LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 12 -
Period
ended
31 December
2023
Notes
£'000
Turnover
3
92,311
Cost of sales
(11,287)
Gross profit
81,024
Administrative expenses
(78,834)
Operating profit
4
2,190
Interest payable and similar expenses
8
(8,647)
Loss before taxation
(6,457)
Tax on loss
9
(2,090)
Loss for the financial Period
(8,547)
(Loss)/profit for the financial Period is all attributable to the owners of the parent company.
The group profit and loss account covers the period from incorporation on 15 February 2023 to 31 December 2023.
RISE MIDCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 13 -
Period
ended
31 December
2023
£'000
Loss for the Period
(8,547)
Other comprehensive income
-
Total comprehensive income for the Period
(8,547)
Total comprehensive income for the Period is all attributable to the owners of the parent company.
RISE MIDCO LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 14 -
2023
Notes
£'000
£'000
Fixed assets
Goodwill
10
97,716
Other intangible assets
10
276
Total intangible assets
97,992
Tangible assets
11
4,098
Investments
12
300
102,390
Current assets
Stocks
14
312
Debtors
15
31,698
Cash at bank and in hand
5,601
37,611
Creditors: amounts falling due within one year
16
(97,185)
Net current liabilities
(59,574)
Total assets less current liabilities
42,816
Creditors: amounts falling due after more than one year
17
(50,990)
Provisions for liabilities
Deferred tax liability
(373)
Net liabilities
(8,547)
Capital and reserves
Called up share capital
21
-
0
Profit and loss reserves
(8,547)
Total equity
(8,547)
The financial statements were approved by the board of directors and authorised for issue on 25 June 2024 and are signed on its behalf by:
25 June 2024
Mr A O'Hickey
Director
Company registration number 14665670 (England and Wales)
RISE MIDCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 15 -
2023
Notes
£'000
£'000
Fixed assets
Investments
12
65,002
Current assets
Debtors
15
33
Creditors: amounts falling due within one year
16
(65,043)
Net current liabilities
(65,010)
Net liabilities
(8)
Capital and reserves
Called up share capital
21
-
0
Profit and loss reserves
(8)
Total equity
(8)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £7,600.

The financial statements were approved by the board of directors and authorised for issue on 25 June 2024 and are signed on its behalf by:
25 June 2024
Mr A O'Hickey
Director
Company registration number 14665670 (England and Wales)
RISE MIDCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 16 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 15 February 2023
-
-
-
Period ended 31 December 2023:
Loss and total comprehensive income
-
(8,547)
(8,547)
Balance at 31 December 2023
-
0
(8,547)
(8,547)
RISE MIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 17 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 15 February 2023
-
-
-
Period ended 31 December 2023:
Profit and total comprehensive income
-
(8)
(8)
Balance at 31 December 2023
-
0
(8)
(8)
RISE MIDCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 18 -
2023
Notes
£'000
£'000
Cash flows from operating activities
Cash generated from/(absorbed by) operations
27
9,300
Interest paid
(4,220)
Income taxes paid
(1,027)
Net cash inflow/(outflow) from operating activities
4,053
Investing activities
Purchase of business
(77,159)
Purchase of intangible assets
(263)
Purchase of tangible fixed assets
(2,201)
Net cash used in investing activities
(79,623)
Financing activities
Proceeds from borrowings (intercompany loans)
32,325
Proceeds from new bank loans
48,846
Net cash generated from/(used in) financing activities
81,171
Net increase in cash and cash equivalents
5,601
Cash and cash equivalents at beginning of Period
-
Cash and cash equivalents at end of Period
5,601
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 19 -
1
Accounting policies
Company information

Rise Midco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is C/O Horizon Capital LLP Level 9, The Shard, 32 London Bridge Street, London, SE1 9SG.

 

The group consists of Rise Midco Limited and all its subsidiaries.

1.1
Reporting period

The period runs from 15 February 2023 to 31 December 2023. There is no comparative period as the company was incorporated on 15 February 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

The financial statements of the company are consolidated in the financial statements of Rise Topco Limited.

These consolidated financial statements are available from its registered office, C/O Horizon Capital LLP

Level 9, The Shard, 32 London Bridge Street, London, SE1 9SG.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Rise Midco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.6
Turnover

Fee income is recognised as earned when, and to the extent that, the group obtains the right to consideration in exchange for its performance under these contracts. It is measured at the fair value of the right to consideration, which represents amounts chargeable to clients, including expenses and disbursements but excluding VAT.

 

Revenue is generally recognised as contract activity progresses so that for incomplete contracts it reflects the partial performance of the contractual obligations. For such contracts the amount of revenue reflects the accrual of the right to consideration by reference to the value of the work performed. Revenue not billed to clients is included in unbilled receivables, and payments on account in excess of the relevant amount of revenue are included in creditors.

 

Fee income that is contingent on events outside the control of the firm is recognised when the contingent event occurs.

 

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
3 years
1.9
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
20% straight line basis
Plant and equipment
3-5 years straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Work in progress represents costs incurred to date on contracts where the rights to revenue on those contracts has not yet been earned. Work in progress is valued on the basis of direct costs plus attributable overheads based on normal level of activity. Provision is made for any foreseeable losses where appropriate. No element of profit is included in the valuation of work in progress.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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 profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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.

Other financial liabilities

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
1.15
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 25 -
2
Judgements 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 amount 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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Fixed asset depreciation

Fixed assets are depreciated over their estimated useful economic lives.

Revenue

At the year-end the amount of revenue generated on contracts is estimated using the contract fee and the estimate of percentage of the work that has been completed.

Goodwill

Goodwill is calculated as the total amount of consideration paid upon acquisition of a company less the net identifiable assets value as at the acquisition date.

Goodwill amortisation

Goodwill is amortised over its estimated useful economic life.

3
Turnover
2023
£'000
Turnover analysed by class of business
Services
92,311
2023
£'000
Turnover analysed by geographical market
United Kingdom
86,369
Non-United Kingdom
5,942
92,311
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 26 -
4
Operating profit
2023
£'000
Operating profit for the period is stated after charging/(crediting):
Depreciation of tangible fixed assets
952
Amortisation of intangible assets
7,780
Operating lease charges
(26,222)
5
Auditor's remuneration
2023
Fees payable to the company's auditor and associates:
£'000
For audit services
Audit of the financial statements of the group and company
4
Audit of the financial statements of the company's subsidiaries
74
78
For other services
All other non-audit services
11
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the Period was:

Group
Company
2023
2023
Number
Number
1,086
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2023
£'000
£'000
Wages and salaries
47,932
-
0
Social security costs
4,881
-
Pension costs
2,819
-
0
55,632
-
0
Termination payments made or committed
46
-
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 27 -
7
Directors' remuneration
2023
£'000
Remuneration for qualifying services
1,334
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
£'000
Remuneration for qualifying services
308
8
Interest payable and similar expenses
2023
£'000
Interest on bank overdrafts and loans
4,166
Interest payable to group undertakings
4,427
Other interest on financial liabilities
54
Total finance costs
8,647
9
Taxation
2023
£'000
Current tax
UK corporation tax on profits for the current period
1,708
Adjustments in respect of prior periods
9
Total current tax
1,717
Deferred tax
Origination and reversal of timing differences
491
Changes in tax rates
(28)
Adjustment in respect of prior periods
(90)
Total deferred tax
373
Total tax charge
2,090
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
9
Taxation
(Continued)
- 28 -

The actual charge for the Period can be reconciled to the expected credit for the Period based on the profit or loss and the standard rate of tax as follows:

2023
£'000
Loss before taxation
(6,457)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.52%
(1,519)
Tax effect of expenses that are not deductible in determining taxable profit
1,045
Tax effect of income not taxable in determining taxable profit
(60)
Adjustments in respect of prior years
(81)
Effect of change in corporation tax rate
(28)
Group relief
520
Deferred tax not recognised
722
Effects of CFC tax charge
128
Impact of partnership
1,363
Taxation charge
2,090
10
Intangible fixed assets
Group
Goodwill
Software
Total
£'000
£'000
£'000
Cost
At 15 February 2023
-
0
-
0
-
0
Additions - separately acquired
100
163
263
Additions - business combinations
105,287
222
105,509
At 31 December 2023
105,387
385
105,772
Amortisation and impairment
At 15 February 2023
-
0
-
0
-
0
Amortisation charged for the Period
7,671
109
7,780
At 31 December 2023
7,671
109
7,780
Carrying amount
At 31 December 2023
97,716
276
97,992
The company had no intangible fixed assets at 31 December 2023.
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 29 -
11
Tangible fixed assets
Group
Leasehold land and buildings
Plant and equipment
Total
£'000
£'000
£'000
Cost
At 15 February 2023
-
0
-
0
-
0
Additions
629
1,572
2,201
Business combinations
945
1,904
2,849
At 31 December 2023
1,574
3,476
5,050
Depreciation and impairment
At 15 February 2023
-
0
-
0
-
0
Depreciation charged in the Period
147
805
952
At 31 December 2023
147
805
952
Carrying amount
At 31 December 2023
1,427
2,671
4,098
The company had no tangible fixed assets at 31 December 2023.
12
Fixed asset investments
Group
Company
2023
2023
Notes
£'000
£'000
Loans to subsidiaries
13
-
0
65,002
Investment in insurance captive
300
-
0
300
65,002
Movements in fixed asset investments
Group
Investments
£'000
Cost or valuation
At 15 February 2023
-
Additions - business combinations
300
At 31 December 2023
300
Impairment
At 15 February 2023 and 31 December 2023
-
Carrying amount
At 31 December 2023
300
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
12
Fixed asset investments
(Continued)
- 30 -
Movements in fixed asset investments
Company
Loans to subsidiaries
£'000
Cost or valuation
At 15 February 2023
-
Additions
65,002
At 31 December 2023
65,002
Carrying amount
At 31 December 2023
65,002
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Rise BidCo Limited
C/O Horizon Capital LLP Level 9, The Shard, 32 London Bridge Street, London, SE1 9SG
Ordinary
100.00
-
Rise NewCo 1 Limited
As above
Ordinary
-
100.00
Ridge and Partners LLP
The Cowyards Blenheim Park, Oxford Road, Woodstock, Oxfordshire, OX20 1QR
LLP interest
-
100.00
Ridge Surveyors Limited
The Cowyards Blenheim Park, Oxford Road, Woodstock, Oxfordshire, OX20 1QR
Ordinary
-
100.00
Concert Consulting Group Limited
182-194 Union Street, London, SE1 0LH
Ordinary
-
100.00
Concert (CG1) Limited
182-194 Union Street, London, SE1 0LH
Ordinary
-
100.00
Concert (CG2) Limited
182-194 Union Street, London, SE1 0LH
Ordinary
-
100.00
Concert (CG3) Limited
182-194 Union Street, London, SE1 0LH
Ordinary
-
100.00

Concert Consulting Group Limited, Concert (CG2) Limited and Concert (CG3) Limited are exempt from the requirement relating to the audit of the financial statements under Section 479A of the Companies Act 2006.

14
Stocks
Group
Company
2023
2023
£'000
£'000
Work in progress
312
-
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 31 -
15
Debtors
Group
Company
2023
2023
Amounts falling due within one year:
£'000
£'000
Trade debtors
21,756
-
0
Amounts owed by group undertakings
-
33
Unbilled receivables
6,208
-
0
Prepayments and accrued income
3,734
-
0
31,698
33
16
Creditors: amounts falling due within one year
Group
Company
2023
2023
£'000
£'000
Trade creditors
3,579
-
0
Amounts owed to group undertakings
65,036
65,035
Corporation tax payable
1,817
-
0
Other taxation and social security
5,571
-
Other creditors
7,802
-
0
Accruals and deferred income
13,380
8
97,185
65,043

Amounts owed to group undertakings are amounts owed to Rise Holdco Limited the immediate parent of Rise Midco Limited. Whilst these amounts are technically repayable on demand, there is no expectation that the amounts will become due within the next 12 months as all entities fall under the same management.

17
Creditors: amounts falling due after more than one year
Group
Company
2023
2023
Notes
£'000
£'000
Bank loans and overdrafts
18
48,846
-
0
Deferred consideration
2,144
-
0
50,990
-

Deferred consideration of £2.144m (in Creditors: amounts falling due after more than one year) relates to the earnout payment due to the former shareholders of Concert Consulting Group. This is contingent on performance and is included at the forecast amount due and payable 62.5% in cash and 37.5% in preference shares of the Group. The actual amount payable could be higher or lower than the estimate based on actual performance in the 12 months following completion.

Amounts included above which fall due after five years are as follows:
Payable other than by instalments
48,846
-
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 32 -
18
Loans and overdrafts
Group
Company
2023
2023
£'000
£'000
Bank loans - gross liability
50,500
-
0
Bank loans - unamortised direct finance costs
(1,654)
-
0
48,846
-
0
Payable after one year
48,846
-
0

The bank loan is secured by a charge over the group's assets.

The bank loan is repayable in 2030 and attracts a 5.5% margin over SONIA.

 

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
2023
Group
£'000
Accelerated capital allowances
489
Short term timing differences
(116)
373
The company has no deferred tax assets or liabilities.
Group
Company
2023
2023
Movements in the Period:
£'000
£'000
Asset at 15 February 2023
-
-
Charge to profit or loss
373
-
Liability at 31 December 2023
373
-
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 33 -
20
Retirement benefit schemes
2023
Defined contribution schemes
£'000
Charge to profit or loss in respect of defined contribution schemes
2,819

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

21
Share capital
Group and company
2023
2023
Ordinary share capital
Number
£'000
Ordinary shares of £1 each
1
-

1 Ordinary share of £1 was issued in the period for consideration of £1.

22
Acquisition of a business

On 13 April 2023 the group acquired 100 percent of the issued capital of Ridge and Partners LLP.

Book Value
Adjustments
Fair Value
Net assets acquired
£'000
£'000
£'000
Intangible assets
222
-
222
Property, plant and equipment
2,825
-
2,825
Investments
300
-
300
Inventories
432
-
432
Trade and other receivables
30,447
-
30,447
Cash and cash equivalents
3,430
-
3,430
Trade and other payables
(31,399)
-
(31,399)
Tax liabilities
(977)
-
(977)
Total identifiable net assets
5,280
-
5,280
Goodwill
101,348
Total consideration
106,628
The consideration was satisfied by:
£'000
Cash
79,128
Issues of shares in Rise Topco Limited
27,500
106,628
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
22
Acquisition of a business
(Continued)
- 34 -
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£'000
Turnover
91,407
Profit before tax and goodwill amortisation
9,903

On 3 November 2023 the group acquired 100 percent of the issued capital of Concert Consulting Group Limited.

Book Value
Adjustments
Fair Value
Net assets acquired
£'000
£'000
£'000
Property, plant and equipment
24
-
24
Trade and other receivables
1,069
-
1,069
Cash and cash equivalents
855
-
855
Trade and other payables
(527)
-
(527)
Tax liabilities
(150)
-
(150)
Total identifiable net assets
1,271
-
1,271
Goodwill
3,939
Total consideration
5,210
The consideration was satisfied by:
£'000
Cash
2,316
Issue of shares in Rise Topco Limited
750
Deferred consideration
2,144
5,210
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£'000
Turnover
905
Profit before tax and goodwill amortisation
237
RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 35 -
23
Financial commitments, guarantees and contingent liabilities

The group has a contingent liability at 31 December 2023 to subscribe up to £1,000,000 of further shares in the insurance captive investment, if called upon by the company in the future.

 

Deferred consideration of £2.144m (in Creditors: amounts falling due after more than one year) relates to the earnout payment due to the former shareholders of Concert Consulting Group. This is contingent on performance and is included at the forecast amount due and payable 62.5% in cash and 37.5% in preference shares of the Group. The actual amount payable could be higher or lower than the estimate based on actual performance in the 12 months following completion.

 

24
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2023
£'000
£'000
Within one year
2,643
-
Between two and five years
6,236
-
In over five years
942
-
9,821
-
25
Related party transactions

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2023
£'000
Group
Key management personnel
1,219
26
Controlling party

Rise Midco Limited is subsidiary of Rise Holdco Limited which is a subsidiary of Rise TopCo Limited and the results of the Rise Midco Limited group are included in the consolidated financial statements of Rise TopCo Limited which are available from Horizon Capital LLP Level 9, The Shard, 32 London Bridge Street, London, SE1 9SG.

 

As at 31 December 2023 the Directors considered the ultimate controlling party to be Horizon Capital II Limited Partnership.

 

 

RISE MIDCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
- 36 -
27
Cash generated from/(absorbed by) group operations
2023
£'000
Loss for the Period after tax
(8,547)
Adjustments for:
Taxation charged
2,090
Finance costs
8,647
Amortisation and impairment of intangible assets
7,780
Depreciation and impairment of tangible fixed assets
952
Movements in working capital:
Decrease in stocks
120
Increase in debtors
(182)
Decrease in creditors
(1,560)
Cash generated from/(absorbed by) operations
9,300
28
Analysis of changes in net debt - group
15 February 2023
Cash flows
Acquisitions and disposals
Other non-cash changes
31 December 2023
£'000
£'000
£'000
£'000
£'000
Cash at bank and in hand
-
1,316
4,285
-
5,601
Borrowings excluding overdrafts
-
(81,171)
-
(32,677)
(113,848)
-
(79,855)
4,285
(32,677)
(108,247)

Borrowings include bank loans (£48,846,000) and loans from group undertakings (£65,002,000)

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