The members present their annual report and financial statements for the year ended 31 December 2023.
The principal activity of the limited liability partnership continued to be that of a corporate finance advisory firm. The limited liability partnership is authorised and regulated by the Financial Conduct Authority.
The members' drawings policy allows each member to draw a proportion of their profit share, subject to the cash requirements of the business.
Each member has contributed or shall contribute to the capital of the limited liability partnership certain sums as an initial capital contribution in the amount which is agreed upon their admission to the limited liability partnership. Any changes to capital contributions are determined by the controlling member.
The designated members who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members are required to:
select suitable accounting policies and then 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;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the limited liability partnership will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The responsibilities are exercised by the designated members on behalf of the members.
Regulatory Context
Rhône Group LLP (“Rhône UK”) is the UK subsidiary of Rhône Group L.L.C., a limited liability company organized under the laws of the State of Delaware in the U.S. (“Rhône Group”; taken together with its subsidiaries and certain affiliates participating in the private equity space, “Rhône”) and registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”). Rhône is a middle market private equity firm with a focus on investment opportunities in market leading, cash flow generating businesses with a pan-European or transatlantic presence and expansion projects. Rhone UK provides investment advice to Rhône Capital L.L.C., a limited liability company organized under the laws of the State of Delaware in the U.S. that is an affiliate of Rhone Group and subject to regulation by the SEC to the same extent as Rhône Group (“Rhône Capital”). Rhône UK is authorised and regulated by the Financial Conduct Authority (“FCA”).
Rhône UK is required to make this Disclosure in accordance with MIFIDPRU 8, the regulatory purpose of which is to provide stakeholders and market participants insight into how Rhône UK operates. The Disclosure also aims to help stakeholders make more informed decisions about their relationship with Rhône UK.
This Disclosure covers the period 1 January 2023 to 31 December 2023, and subsequent updates will be made on at least an annual basis as of the Accounting Reference Date (“ARD”), which is 31 December each year, and will be publicly disclosed when Rhône UK files its financial statements with Companies House. Rhône UK may choose, at its own discretion, to make more frequent public disclosures where a particular circumstance requires additional disclosure in the opinion of Rhône UK’s management.
The level of detail provided in the qualitative disclosures is proportionate to the size and internal organisation of Rhône UK and also takes into consideration the nature, scope, and complexity of Rhône UK’s business activities.
This Disclosure is made in line with the requirements which apply to Rhône UK as an MIFID Investment Firm, which is classed as Small and Non-Interconnected Firm (“SNI”) with no Additional Tier 1 Capital in issue.
The information contained in this document has not been audited by Rhône UK’s external auditors, as no such audit is required, and does not constitute any form of financial statement and must not be relied upon in making any judgement on Rhône UK.
Remuneration Disclosures
(a) Qualitative Disclosure
Rhône UK’s Remuneration Policy (“Policy”) is designed to recognise and reward good performance that is delivered in a manner consistent with Rhône UK’s values, culture, regulatory obligations and risk profile, as well as the risk profile and objectives of its customers. The objective of the remuneration framework adopted is, therefore, to align individual and team contributions with their performance objectives, in a manner that gives reasonable and due consideration to the following factors:
the consistent promotion of sound and effective risk management;
ensuring that excessive risk taking is not encouraged;
ensuring compliance with Rhône UK’s conflicts of interest and outside business interests policies and procedures such that appropriate disclosure and mitigation are achieved, as appropriate; and
alignment with Rhône UK’s business strategy, regulatory obligations, objectives, values, and long-term interests.
Rhône UK aims to ensure that all members of its staff receive fixed remuneration by way of a salary (which may also include a fixed draw, as noted below) that is appropriate to attract and retain skilled and experienced personnel for the specific roles and responsibilities assigned. In addition, all personnel are entitled to receive, at Rhône UK’s discretion, variable remuneration by way of a bonus. All variable remuneration payments take the form of cash payments.
Rhône UK considers the following financial and non-financial performance criteria in determining remuneration decisions:
Rhone UK’s regulatory capital and liquidity position and the maintenance of an appropriate surplus of capital and liquidity;
the performance of individual staff members with respect to quantitative financial metrics, for instance, the performance with respect to transactions assigned or delegated;
assessment of the performance of personnel against non-financial metrics, such as good conduct and work product that is qualitative in nature;
the performance of Rhône UK, in particular; and
Rhône, taken as a whole.
Rhône UK’s remuneration structure is evaluated regularly by the Governing Body of Rhône UK, to ensure its continued alignment with relevant regulatory requirements. Its policies and procedures are reviewed at least annually. Due to its size and the nature of its activities, Rhône UK does not believe it is proportionate to have a standalone Remuneration Committee.
(g) Quantitative Disclosure
As an SNI-MIFIDPRU Investment Firm, Rhône UK must disclose the total amount of remuneration awarded to all personnel, divided into fixed and variable remuneration.
In this regard, it should be noted that in accordance with the guidance in SYSC 19G.4.4, at the end of each year, the residual profits of Rhône UK, which is a limited liability partnership, are distributed among the partners. The level of ownership of each partner is reflected in the proportion of ownership shares they have. As residual profits are distributed according to the ownership shares and are not linked to work or performance, this is not considered to be remuneration for the purpose of Rhône UK’s Remuneration Policy.
However, fixed profit shares, or fixed draws, received by partners in anticipation of Rhône UK making a profit over the course of the year, though such drawings may have to be paid back in the event of a shortfall in profits, are considered to be fixed remuneration (and included in the table below). Discretionary shares of profits received by partners based on performance of the individual or their business unit are considered to constitute variable remuneration.
Total Remuneration | Fixed Remuneration | Variable Remuneration |
£3,031,380 | £ 1,858,075 | £ 1,173,305 |
We have audited the financial statements of Rhone Group Limited Liability Partnership (the 'limited liability partnership') for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Reconciliation of Members' Interests, the Statement of Cash Flows and notes to the 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).
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 limited liability partnership 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 members' 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 limited liability partnership’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 members 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 members 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.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 as applied to limited liability partnerships requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
we have not received all the information and explanations we require for our audit.
As explained more fully in the Members' Responsibilities Statement, the members 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 members 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 members are responsible for assessing the limited liability partnership'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 members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.
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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the limited liability partnership’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the members.
Conclude on the appropriateness of the members’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the limited liability partnership’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the limited liability partnership to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered 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.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the limited liability partnership.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the limited liability partnership and considered that the most significant are the Companies Act 2006 as applied to limited liability partnerships by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, the Limited Liability Partnerships SORP, and UK financial reporting standards as issued by the Financial Reporting Council, and regulations applicable to companies regulated by the Financial Conduct Authority.
We obtained an understanding of how the limited liability partnership complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 or intentional misrepresentations, or through collusion.
Use of our report
This report is made solely to the Limited Liability Partnership’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 (as applied by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). Our audit work has been undertaken so that we might state to the Limited Liability Partnership’s members those matters which 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 any party other than the Limited Liability Partnership and the Limited Liability Partnership’s members as a body, for our work, for this report, or for the opinions we have formed
The Profit and Loss Account has been prepared on the basis that all operations are continuing operations.
Rhone Group Limited Liability Partnership is a limited liability partnership incorporated in England and Wales. The registered office is 40 Bruton Street, London, United Kingdom, W1J 6QZ.
The limited liability partnership's principal activities are disclosed in the Members' Report.
These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together 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 limited liability partnership. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements, which are those of Rhone Group Limited Liability Partnership as an individual entity, have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
At the time of approving the financial statements, the members have a reasonable expectation that the limited liability partnership has adequate resources to continue in operational existence for the foreseeable future. Thus, the members continue to adopt the going concern basis of accounting in preparing the financial statements. The limited liability partnership provides services to other group entities and accordingly the members have reviewed the financial position of the group and are confident it has adequate resources to enable the limited liability partnership to continue to trade for at least a year from the date of approval of these financial statements.
The parent entity has confirmed it will continue to support the limited liability partnership for at least 12 months from the date of approval of the audit report on these financial statements.
Turnover represents the fair value of services provided during the period to the ultimate parent company. Turnover is recognised as contract activity progresses and the right to consideration is earned. Fair value reflects the amount expected to be recoverable from the ultimate parent company and is based on services provided and expenses incurred, but excludes VAT.
Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed remuneration and profits).
Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.
All amounts due to members that are classified as liabilities are presented within 'Loans and other debts due to members' and, where such an amount relates to current year profits, they are recognised within ‘Members' remuneration charged as an expense’ in arriving at the relevant year’s result. Undivided amounts that are classified as equity are shown within ‘Members' other interests’. Amounts recoverable from members are presented as debtors and shown as amounts due from members within members’ interests.
Where there exists an asset and liability component in respect of an individual member’s participation rights, they are presented on a gross basis unless the LLP has both a legally enforceable right to set off the recognised amounts, and it intends either to settle on a net basis or to settle and realise these amounts simultaneously, in which case they are presented net.
The LLP classifies automatic or discretionary profit distributions as operating cash flows, because they are in substance paid for services rendered to the LLP as part of its revenue generating activities.
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:
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.
At each reporting period end date, the limited liability partnership reviews the carrying amounts of its tangible 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 limited liability partnership estimates the recoverable amount of the cash-generating unit to which the asset belongs.
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.
Debtors
Short term debtors are measured at transaction price, less any impairment. Loans and other debtors receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
Creditors
Short term trade creditors and other current creditors payable on demand are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The cost of holiday pay entitlement is recognised in the period in which the employee’s services are received.
The limited liability partnership operates a defined contribution scheme for all qualifying employees. The assets of the scheme are held separately from those of the limited liability partnership in an independently administered fund. Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Taxation
The taxation payable on the partnership profits is solely the personal liability of the individual members. Consequently neither partnership taxation nor related deferred taxation arising in respect of the partnership are accounted for in these financial statements.
In the application of the limited liability partnership’s accounting policies, the members 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.
The members do not consider there to be any key estimates or judgements applicable to the entity.
An analysis of the limited liability partnership's turnover is as follows:
The average number of persons (excluding members) employed by the partnership during the year was:
Their aggregate remuneration comprised:
Investment income includes the following:
The limited liability partnership operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the limited liability partnership in an independently administered fund.
In the event of a winding up the amounts included in "Loans and other debts due to members" will rank equally with unsecured creditors.
At the reporting end date the limited liability partnership had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
At the reporting end date the limited liability partnership had contracted with tenants for the following minimum lease payments:
Sales of £6,028,455 (2022: £5,263,286) were made during the year with a entity associated through common ownership. At the year end Rhone Group LLP owed £5,395 (2022: debtor of £35,039) to the aforementioned related party, which is interest free and repayable on demand.