Company No:
Contents
DIRECTORS | S Barrett |
I Birtles | |
E L Grut | |
I Harbour | |
J McElgunn | |
T Meller | |
R Paul | |
S Smithson | |
G Stirk | |
A Tyley |
SECRETARY | J Pencakowski |
REGISTERED OFFICE | Level 14 |
The Leadenhall Building | |
122 Leadenhall Street | |
London | |
EC3V 4AB | |
United Kingdom |
COMPANY NUMBER | 01698321 (England and Wales) |
AUDITOR | Praxis |
1 Poultry | |
London | |
EC2R 8EJ |
BANKERS | HSBC Bank Plc |
Kings Mall | |
King Street | |
London | |
W6 0QF |
The directors present their strategic report of the company and the Group for the year ended 31 December 2023.
REVIEW OF THE BUSINESS
The 2023 financial period has been one of consolidation in the face of challenging economic conditions.
We have continued to secure work on a diverse mix of projects from all around the world.
As noted in the prior year, the increase in inflation and consequently interest rates around the world have added further economic uncertainty to the construction industry. The impact on borrowing costs has resulted in development budgets being reduced and clients are juggling their property assets to reduce their borrowing requirements. We have noticed that overall activity levels are reduced, new projects are slow to start, and existing projects are subject to increased delays between stages. Group turnover has increased but the costs to service this turnover have also increased.
As anticipated in last year’s trading projections, the consolidated annual turnover of the overall Group is broadly in line with the 2022 accounting year. In the year under review turnover reported was £25.4m (2022: £25.3m).
On 18 December 2023 the directors approved a plan to restructure the business as a corporate group. Consequently, on 1 January 2024, RSHP LLP transferred the majority of its assets, liabilities and its business to RSHP Architects Limited, a fellow subsidiary in the group.
PROJECT NEWS
The year to 31 December 2023 has seen the completion of fewer projects than is typical, but we are proud to announce the completion of Park Hyde in Shanghai Sijing and the Guangdong – Hong Kong – Macao Youth Entrepreneurship Zone.
We also have many projects under construction. These include Taipei’s Taoyuan Airport Terminal 3, Taiwan; Capodichino Metro Station, Naples, Italy; St Lawrence Market Law Courts, Toronto, Canada; Garellano residential development, Bilboa, Spain; and a residential tower in Philadelphia USA. In China, we have five projects on site; four in Shenzhen, Innotech a commercial and incubator development, Shenzhen Hong Kong Service Centre, Qianhai Financial Holdings and Kingboard Commercial Tower and one in Shanghai, a major commercial development on Shimen Road. We are completing five stations for the new extension to Melbourne Metro in Australia. In London, construction continues on Carlton House Terrace, Regent’s View, Bethnal Green and the redevelopment of the Hammersmith & Fulham Civic Campus.
We were also pleased to secure planning approval for the British Library extension at the start of the year and for the redevelopment of South Kensington Station at the end of the year. Both approvals involved complex constrained sites with multiple stakeholders holding strong, diverse opinions on the proposed developments.
The period has seen us secure new commissions in the UK, France, Dubai, Saudi Arabia, Taiwan and China, via both competitions and direct commissions. This new work includes the Bayeux Tapestry Museum in France, the Four Seasons Hotel in Taiwan and a mixed-use marina development in Dubai.
We continue to be pleased with the diversity and range of building typologies and geographical spread of the work that we continue to win.
AWARDS RECEIVED IN 2023
We are very pleased that the Cardiff Crofts Street development has won three RSAW 2023 awards including the Sustainability Award.
Geneva Airport Aile Est won the World Architecture News Gold Award in the Transport category.
The Macallan Distillery and Visitor Experience won the Hospitality and leisure category in the Architecture Today Awards.
The Guangdong – Hong Kong – Macao Youth Entrepreneurship Zone project won the 2023 Dezeen China Award for best mixed-use project.
The Louvre Conservation Centre won a 2023 Regional Grand Prix for Architecture in the Public and Business facilities category.
TRADING PROJECTIONS
Since the year end, the practice has continued to win work across the world including the Zhongyuan International Convention Centre Phase 2 project in Zhengzhou, China.
We continue to be prudent with regards to income recognition and consequently we are currently projecting that our consolidated turnover will be lower than in the 2023 year whilst anticipating that costs will continue to rise due to inflationary effects.
UK & INTERNATIONAL OUTLOOK
The dynamic nature of providing architectural services in the UK, driven by the combination of ever-changing trends in architecture, the proliferation of partial services contracts, the ongoing lack of confidence caused by rising inflation and the current cost of living crisis, have all contributed to the level of uncertainty. Pressure on margins continues and we do not underestimate the challenges that we face to ensure that we retain our standing in the global marketplace.
Notwithstanding this, the UK market has remained strong for us, and we have secured more work than we had previously projected. We expect that a number of London based projects should start during the first half of 2024. Internationally we have continued to see a slowing in the construction market in China, this has however been offset by work won in the Middle East. We therefore expect the percentage of our work in the UK and the Middle East to increase and from China to slightly decrease during 2024.
During the financial period being reported, the practice worked in 19 (2022 - 19) different countries worldwide, a diversity that has been maintained beyond the period currently being reported on.
The global outlook of the practice is also reflected in the makeup of our staff which is drawn from 29 (2022 - 37) countries, in line with our intention that the practice seeks out the best talent in the world.
OVERSEAS OFFICES
We continue to operate offices in Paris, Shanghai and Shenzhen and site offices in Taipei and Melbourne.
As of January 2023, we opened an office in New York to consolidate and expand our North American work.
From June 2023 we have also opened an office in Sydney. This is to expand our Australian work which in recent years has included the International Towers Barangaroo and 8 Chiffley Square in Sydney and more recently the Melbourne Metro stations.
In early 2024, we incorporated a new subsidiary company in the UAE and have leased office premises in Dubai.
Despite our worldwide profile we remain cautious of overtrading in unfamiliar markets and are developing sound collaborations with local design and construction partners to facilitate the delivery of our services.
CHARITABLE DONATIONS
Our Group constitution directs that the majority of profits generated by the Group in each financial year be distributed, providing that sufficient working capital is retained for the coming year.
This profit is allocated partly to charity with the rest as profit shares to staff and LLP members in recognition of the outstanding efforts made in the year.
Charitable contributions of £Nil (2022 - £33,203) have been provided for which are made to the Michael Davies Charitable Settlement. No dividend was declared in the year, the £49,805 dividend payable in the 2022 year was payable to the Rogers Stirk Harbour + Partners Charitable Foundation, the Group charity. This balance is then redistributed to other registered charities and educational causes as nominated by the partners and staff.
RESEARCH & DEVELOPMENT
The Group continues to engage in research and development activities when required by projects. The intellectual property remains vested in the Group and is applied to future projects.
PRINCIPAL RISKS AND UNCERTAINTIES
FINANCIAL RISKS
The board is conscious of the uncertain financial environment in which it operates. Credit availability and global debt levels remain a concern and consequently management is maintaining a close watch on credit extended to its clients and on costs incurred, whether internally or externally generated.
Management maintains budgets which are updated regularly throughout the year and the customer debtor list is monitored for signs of concern. To date, the directors are satisfied that the main financial risks noted have been mitigated and that this is manifested by the continued profitability of the Group and the negligible levels of bad debt incurred historically.
GENERATION OF ADEQUATE LIQUIDITY
The Group, in line with most of the architectural profession, is subject to the periodic and irregular payment of project invoices which expose it to cashflow and related liquidity issues. Management as part of their internal reporting procedures maintain cashflow forecasts which are updated regularly throughout the year. The directors are satisfied that these forecasts enable it to anticipate liquidity shortfalls and provide sufficient time to action suitable funding to cover these shortfalls whether by borrowing funds short term or arranging to defer cash outflows.
ONGOING COMPETITION FOR NEW COMMISSIONS BY OTHER NATIONAL AND INTERNATIONAL PRACTICES
We are conscious that we must continuously generate new work to maintain sufficient income and cash inflows to cover costs and cash outflows. The practice is therefore always actively seeking work whether by entering competitions or through its global contacts and client relationships.
THE UNCERTAIN GLOBAL MARKET FOR CONSTRUCTION PROJECTS
The board is conscious of events and conditions contributing to global economic uncertainty. The board therefore tries to keep abreast of the political, economic and credit environments of the jurisdictions it operates in. Whilst not all outcomes can be foreseen the board is satisfied it has done as much as possible to protect the practice from adverse events.
THE POLITICAL ENVIRONMENT POST-BREXIT
The board is conscious of the changed political environment post-Brexit and the impact on the UK economic outlook, our ability to recruit non-UK staff and our future ability to compete for eurozone projects particularly where these are publicly funded and therefore subject to governmental commissioning. The board is satisfied that it has done as much as possible to protect the practice from the adverse effects arising.
EXCHANGE RATES
The Group manages the risks of fluctuations in exchange rates by holding cash reserves in a variety of currencies. For currencies where the Group has material exposure to exchange risk the Group may implement hedging arrangements from time to time.
FINANCIAL KEY PERFORMANCE INDICATORS
Total fees - £25,433,706 (2022: £25,276,352)
Average number of architectural staff - 119 (2022: 119)
Approved by the Board of Directors and signed on its behalf by:
Ian Birtles
Director |
The directors present their annual report on the affairs of the Company and the Group, together with the financial statements and auditors’ report, for the financial year ended 31 December 2023.
GOING CONCERN
DIVIDENDS
No dividend was paid for the current financial year (2022: £49,805).
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The director has taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Praxis have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
Ian Birtles
Director |
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), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and Group and of the profit or loss of the Group for that financial period.
In preparing these financial statements, the directors 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; and
* Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company and Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 2006. The directors are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
We have audited the financial statements of RSHP Group Limited (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the financial year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the accounting policies, and the related notes 1 to 20, 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 of RSHP Group Limited (the ‘Company’):
* Give a true and fair view of the state of the Company and Group's affairs as at 31 December 2023 and of the Group's profit for the financial year then ended;
* Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland"; and
* Have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.
We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 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
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
In our opinion, based on the work undertaken in the course of the audit:
* The information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
* The Strategic Report and Directors' Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Director' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
* Adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
* The Parent Company financial statements are not in agreement with the accounting records and returns; or
* Certain disclosures of directors’ remuneration specified by law are not made; or
* We have not received all the information and explanations we require for our audit;
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group and Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group and Parent Company 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks within which the company and Group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context was the Companies Act 2006 together with UK GAAP. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the company’s and the Group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the company and the Group for fraud. The laws and regulations we considered in this context for the UK operations were, architectural laws and regulations, General Data Protection Regulation (GDPR), and employment legislation.
We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within the timing of recognition of income and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and sample testing on the posting of journals. We also carried out procedures to detect systematic bias in the current and prior period assessments of stage of completion of long-term contracts.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which 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.
We considered the nature of the Company’s industry and its control environment, and reviewed the Company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework(s) that the Company operates in, and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. In this context we considered the Companies Act 2006 together with UK GAAP. We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statements.
Furthermore, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company and the Group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the Company and the Group for fraud and the laws and regulations we considered in this context for the UK operations were the General Data Protection Regulation (GDPR) and employment legislation,
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
As a result of performing the above, we identified the greatest potential for fraud (or non-compliance with laws and regulations) in the following areas, and our specific procedures performed to address them are described below:
Revenue recognition
We have considered the risk of revenue being artificially overstated and understated by management in relation to long term contract accounting. For a sample of projects we have interrogated the calculations produced by management, vouching to supporting external evidence and recalculating the stage of completion to compare and assess the risk of revenue being incorrectly or deliberately misstated during the year. We have agreed the WIP schedule to the financial statements. We have also reviewed the schedule against sales invoices and recalculated the expected deferred/accrued revenue for our selected sample.
Staff costs
We have considered where fraud may exist in respect of staff costs and salaries. In addressing the risk we have performed analytical procedures to corroborate the completeness of payroll costs as well as confirmed the existence of staff and appropriate recording of starters and leavers throughout the year. We have also considered the risk of duplicate employee recording and evidence of additional costs of close family relationships connected with key management.
Management override
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
* reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
* performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
* enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
* reading minutes of meetings of those charged with governance.
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.
For and on behalf of
Statutory Auditor
London
EC2R 8EJ
Note | 2023 | 2022 | ||
£ | £ | |||
Turnover | 3 |
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Cost of sales | (
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Gross profit |
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Administrative expenses | (
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Other operating income |
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Operating profit |
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Interest receivable and similar income | 4 |
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Interest payable and similar expenses | 4 | (
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Profit before taxation | 5 |
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Tax on profit | 8 |
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Profit for the financial year |
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Profit for the year attributable to: | ||||
Owners of the parent | (
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Non-controlling interests |
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2,309,423 | 3,199,315 |
2023 | 2022 | |||
£ | £ | |||
Profit for the financial year |
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Other items of other comprehensive income | (
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Other comprehensive (loss)/income | (95,765) | 75,203 | ||
Total comprehensive income |
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Total comprehensive income attributable to: | ||||
Owners of the parent | (
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Non-controlling interests |
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2,213,658 | 3,274,518 |
Note | 2023 | 2022 | ||
£ | £ | |||
Fixed assets | ||||
Tangible assets | 9 |
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1,092,920 | 1,502,585 | |||
Current assets | ||||
Debtors | ||||
- due within one year | 11 |
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- due after more than one year | 11 |
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Cash at bank and in hand |
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14,966,778 | 16,598,318 | |||
Creditors: amounts falling due within one year | 12 | (
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Net current assets | 4,594,080 | 5,921,463 | ||
Total assets less current liabilities | 5,687,000 | 7,424,048 | ||
Creditors: amounts falling due after more than one year | 13 | (
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Net assets | 5,613,914 | 7,142,394 | ||
Capital and reserves | 15 | |||
Called-up share capital |
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Profit and loss account |
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Equity attributable to owners of the parent company | 5,115,696 | 5,287,403 | ||
Non-controlling interests |
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5,613,914 | 7,142,394 |
The financial statements of RSHP Group Limited (registered number:
Ian Birtles
Director |
Note | 2023 | 2022 | ||
£ | £ | |||
Fixed assets | ||||
Investments | 10 |
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71,000 | 71,000 | |||
Current assets | ||||
Debtors | ||||
- due within one year | 11 |
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Cash at bank and in hand |
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265,268 | 265,097 | |||
Creditors: amounts falling due within one year | 12 | (
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Net current assets | 215,463 | 215,292 | ||
Total assets less current liabilities | 286,463 | 286,292 | ||
Net assets | 286,463 | 286,292 | ||
Capital and reserves | 15 | |||
Called-up share capital |
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Profit and loss account |
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Total shareholders' funds | 286,463 | 286,292 |
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements. The profit of the parent company was £171 (2022: £49,803).
The financial statements of RSHP Group Limited (registered number:
Ian Birtles
Director |
Called-up share capital | Profit and loss account | Equity attributable to owners of parent company | Non-controlling interests | Total | |||||
£ | £ | £ | £ | £ | |||||
At 01 January 2022 |
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Profit for the financial year |
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Exchange differences on foreign subsidiaries |
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Total comprehensive income |
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Dividends paid on equity shares |
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LLP Members drawings |
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At 31 December 2022 |
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At 01 January 2023 |
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Loss for the financial year |
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Exchange differences on foreign subsidiaries |
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Total comprehensive loss |
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LLP Members drawings |
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At 31 December 2023 |
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Called-up share capital | Profit and loss account | Total | |||
£ | £ | £ | |||
At 01 January 2022 |
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Profit for the financial year |
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Total comprehensive income |
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Dividends paid on equity shares |
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At 31 December 2022 |
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At 01 January 2023 |
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Profit for the financial year |
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Total comprehensive income |
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At 31 December 2023 |
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2023 | 2022 | ||
£ | £ | ||
Operating profit |
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Adjustment for: | |||
Depreciation and amortisation |
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Drawings paid to minority interests | (
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Foreign exchange effects | (
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Operating cash flows before movement in working capital | (
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Decrease in debtors |
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Increase/(decrease) in creditors |
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Cash generated by operations |
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Income taxes paid | (
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Net cash flows from operating activities |
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Cash flows from investing activities | |||
Purchase of plant and machinery | (
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Interest received |
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Net cash flows from investing activities | (
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Cash flows from financing activities | |||
Interest payments | (33,685) | (42,707) | |
Equity dividends paid | 0 | (690,686) | |
Loan repayments in the year | 0 | (2,421,462) | |
Finance lease capital repayments in the year | (696,124) | (360,540) | |
Net cash flows from financing activities | (
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Net increase/(decrease) in cash and cash equivalents |
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Cash and cash equivalents at beginning of year | (
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Cash and cash equivalents at end of year |
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Reconciliation to cash at bank and in hand: | |||
Cash at bank and in hand at end of year |
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Cash equivalents | (
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(
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Cash and cash equivalents at end of year |
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(
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
RSHP Group Limited is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Group's registered office is Level 14, The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom.
The financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The financial statements have been prepared on a going concern basis under the historical cost convention, modified to include certain items at fair value. The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
The company and Group meets its day-to-day working capital requirements through an overdraft facility which was renewed in August 2024 and is not due for renewal again until August 2025. The company and Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company and Group should be able to operate within the level of its current facility.
The directors have a reasonable expectation that the company and Group have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
The consolidated financial statements present the results of the company and its own subsidiaries (“the Group”) as if they form a single entity. Intercompany transactions and balances between Group entities are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated profit and loss account from the date on which control is obtained. They are deconsolidated from the date control ceases.
In the current year, the following new and revised standards and interpretations have been adopted by the company and have had an effect on future periods.
At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective:
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Consolidated profit and loss account.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
• the amount of revenue can be measured reliably;
• it is probable that the Group will receive the consideration due under the contract;
• the stage of completion of the contract at the end of the period can be measured reliably; and
• the costs incurred and the costs to complete the contract can be measured reliably.
Defined contribution schemes
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
• The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
• Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
• Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect ofbusiness combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following bases:
Land and buildings | depreciated over the life of the lease |
Leasehold improvements | depreciated over the life of the lease |
Plant and machinery |
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Vehicles |
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Fixtures and fittings |
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Computer equipment |
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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 credited or charged to profit or loss.
The Group as lessee
Rentals payable and receivable under operating leases are charged to the profit and loss account on a straight line basis over the period of the lease.
Benefits received and receivable as an incentive to sign an operating lease are recognised on straightline basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.
Financial assets and financial liabilities are recognised in the balance sheet when the group becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts which are an integral part of the group's cash management.
Financial liabilities and equity instruments issued by the group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs.
Investments
Investments in subsidiary undertakings are measured at cost less impairment.
Equity instruments
Equity instruments issued by the Group are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.
can be made of the amount of the obligation.
Provisions are charged as an expense to the Consolidated profit and loss account in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.
The directors do not consider that any critical judgements have been made in the application of the Group's accounting policies and no key sources of estimation uncertainty have been identified that have a significant risk of causing a material misstatement to the carrying amount of assets and liabilities within the financial year.
Critical judgements in applying the Group’s accounting policies
The following judgements and sources of estimates have been made in the process of applying the above accounting policies that have had the most significant effect on amounts recognised in the
financial statements:
The Group engages in projects that can take many years to complete. The directors therefore must make estimations in terms of the level of revenue to recognise within each set of annual financial statements. Such estimations are by their nature judgemental but are backed by reviews of correspondence and resourcing forecasts performed post year end.
Turnover represents the fair value of architectural services rendered during the financial year excluding value added tax.
Breakdown by geographical market:
An analysis of the Group's turnover by geographical market is set out below.
2023 | 2022 | ||
£ | £ | ||
United Kingdom | 7,191,544 | 6,539,401 | |
Europe | 2,062,418 | 2,164,147 | |
North America | 1,186,304 | 709,143 | |
Australia | 2,768,377 | 4,421,995 | |
China | 3,261,662 | 4,277,039 | |
Asia Pacific | 2,090,033 | 2,722,687 | |
Middle East | 6,412,998 | 4,292,824 | |
Rest of the World | 460,370 | 149,116 | |
25,433,706 | 25,276,352 |
2023 | 2022 | ||
£ | £ | ||
Interest receivable and similar income |
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Interest payable and similar expenses | (
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(
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(24,120) | (37,187) |
Profit before taxation is stated after charging/(crediting):
2023 | 2022 | ||
£ | £ | ||
Depreciation of tangible fixed assets (note 9) |
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Operating lease rentals |
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Foreign exchange losses/(gains) |
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(
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Defined Contribution pension costs |
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Auditor’s remuneration (including expenses and benefits) |
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Auditor’s remuneration for non-audit fees |
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Group | Group | ||
2023 | 2022 | ||
Number | Number | ||
The average monthly number of employees (including directors) was: | |||
Architects |
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Modelshop |
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Support staff |
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Their aggregate remuneration comprised:
Group | Group | ||
2023 | 2022 | ||
£ | £ | ||
Wages and salaries |
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Social security costs |
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Other retirement benefit costs |
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10,960,955 | 10,393,682 |
The Parent Company had no employees during the year (2022: 0).
2023 | 2022 | ||
£ | £ | ||
Current tax on profit | |||
UK corporation tax |
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Foreign tax |
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Foreign tax credit |
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(
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Total current tax |
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Deferred tax | |||
Deferred tax | (126,730) | 69,029 | |
Total deferred tax | (
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Total tax on profit | (
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The tax assessed for the year is lower than (2022: lower than) the standard rate of corporation tax in the UK:
2023 | 2022 | ||
£ | £ | ||
Profit before taxation | 2,307,871 | 3,511,520 | |
Tax on profit at standard UK corporation tax rate of 23.52% (2022: 19.00%) |
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Effects of: | |||
Expenses not deductible for tax purposes |
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Income not taxable in determining taxable profit | (
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(
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Change in unrecognised deferred tax assets | (
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Adjustments in respect of prior years |
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Foreign tax net of credits given | 14,086 | 45,025 | |
Other tax adjustments | (6,957) | 28,568 | |
Total tax (credit)/charge for year | (1,552) | 312,205 |
At 31 December 2023 deferred tax assets amounted to £552,808 (2022: £426,078), deferred tax liabilities amounted to £Nil (2022: £Nil).
Group
Land and buildings |
Leasehold improve- ments |
Plant and machinery | Vehicles | Fixtures and fittings | Computer equipment | Total | |||||||
£ | £ | £ | £ | £ | £ | £ | |||||||
Cost | |||||||||||||
At 01 January 2023 |
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Additions |
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Disposals |
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(
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(
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(
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(
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Exchange adjustments |
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(
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(
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(
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(
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(
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At 31 December 2023 |
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Accumulated depreciation | |||||||||||||
At 01 January 2023 |
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Charge for the financial year |
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Disposals |
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(
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(
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(
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(
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Exchange adjustments |
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(
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(
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(
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(
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(
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At 31 December 2023 |
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Net book value | |||||||||||||
At 31 December 2023 |
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(
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At 31 December 2022 |
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(
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The net book value of assets held under finance leases is £265,786 (2022: £472,959).
Company
Investments in subsidiaries | Total | ||
£ | £ | ||
Cost or valuation before impairment | |||
At 01 January 2023 |
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At 31 December 2023 |
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Carrying value at 31 December 2023 |
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Carrying value at 31 December 2022 |
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Investments in subsidiaries
The following were subsidiary undertakings of the Company:
Name of entity | Registered office | Principal activity | Class of shares |
Ownership 31.12.2023 |
Ownership 31.12.2022 |
Rogers Stirk Harbour Architectural Consulting (Shanghai) Co.,Ltd | Unit 321 2nd floor, Building 3, No. 570 YongJia Road, Shanghai 200031, China | Architectural consultancy | Ordinary | 100.00% | 100.00% |
RSHP Architects Limited | Level 14 The Leadenhall Building, 122 Leadenhall Street, London, England, EC3V 4AB | Architects and design consultants | Ordinary | 100.00% | 100.00% |
RSHP France SARL (1) | c/o BDO 43-47 Avenue de la Grande Armée, 75116 Paris | Project management services | Ordinary | 100.00% | 100.00% |
RSHP Ireland Limited (2) | c/o BDO, 5th Floor, Beaux Lane House, Mercer Street Lower, D02 DH60, Dublin 2 | Sub-holding company | Ordinary | 100.00% | 100.00% |
RSHP US Inc (3) | c/o Peter Hessellund-Jensen, Tower 45, Suite 2801, 120 West 45th Street, New York, NY 10036-4041 | Project support services | Capital stock | 100.00% | 100.00% |
Rogers Stirk Harbour + Partners S.L. (3) | c/o BDO, Paseo de Recoletos 37-41, Madrid 28004 | Architects and design consultants | Ordinary | 100.00% | 100.00% |
RSHP Australia Pty Ltd (3) | c/o Grant Thornton, Level 17, 383 Kent St, Sydney NSW 2000 | Project support services | Ordinary | 100.00% | 100.00% |
RSHP Switzerland GmbH (3) | c/o BDO SA Route de Meyrin 123 – CP 24 – 1219 Châtelaine, Geneva, Switzerland | Project support services | Ordinary | 100.00% | 100.00% |
RSHP Colombia SAS (3) | TV 21 No. 98 05, Bogota, DC | Architects and design consultants | Ordinary | 100.00% | 100.00% |
Rogers Stirk Harbour Consulting Company Ltd (3) | 27F, No 9, Songgao Road, Xinyi District, Taipei City 110, Taiwan R.O.C | Project support services | Ordinary | 100.00% | 100.00% |
RSHP Architects SL (1) | Calle Marques De Riscal, 2 - ESC INT, PLAN | Dormant | Ordinary | 100.00% | 0.00% |
1. Held indirectly by RSHP Ireland Ltd
2. Held indirectly by RSHP Architects Ltd
3. Held indirectly by RSHP Holdings Limited
Group | Group | Company | Company | ||||
2023 | 2022 | 2023 | 2022 | ||||
£ | £ | £ | £ | ||||
Debtors: amounts falling due within one year | |||||||
Trade debtors |
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Amounts owed by Group undertakings (note 19) |
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Amounts owed by joint ventures (note 19) |
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Amounts owed by connected persons (note 19) |
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VAT recoverable |
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Corporation tax |
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Other taxation and social security |
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Other debtors |
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Prepayments and accrued income |
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Deferred tax asset |
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Debtors: amounts falling due after more than one year | |||||||
Deferred tax asset |
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Group | Group | Company | Company | ||||
2023 | 2022 | 2023 | 2022 | ||||
£ | £ | £ | £ | ||||
Bank overdrafts (secured) |
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Obligations under finance leases and hire purchase contracts |
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Trade creditors |
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Amounts owed to joint ventures (note 19) |
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Amounts owed to connected persons (note 19) |
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Payroll taxes payable |
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Taxation and social security |
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VAT |
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Accruals and deferred income |
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Defined contribution pension scheme accrual |
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Other creditors |
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Details of leasing arrangements are provided in note 13.
Group | Group | ||
2023 | 2022 | ||
£ | £ | ||
Obligations under finance leases and hire purchase contracts |
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Finance leases | |||
Group | Group | ||
2023 | 2022 | ||
£ | £ | ||
Between one and two years |
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Between two and five years |
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After five years |
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On demand or within one year |
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614,671 | 810,811 |
Group | Group | ||
2023 | 2022 | ||
£ | £ | ||
At the beginning of financial year |
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Credited/(charged) to the Profit and Loss Account |
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(
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At the end of financial year |
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The deferred taxation balance is made up as follows:
Group | Group | ||
2023 | 2022 | ||
£ | £ | ||
Tax losses carry forward |
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Fixed asset timing differences |
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2023 | 2022 | ||
£ | £ | ||
Allotted, called-up and fully-paid | |||
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20,008 | 20,008 | ||
Presented as follows: | |||
Called-up share capital presented as equity | 20,008 | 20,008 |
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
**Non-controlling interests**
The Group's minority interests are held by the individual members of the subsidiary limited liability partnership, RSHP LLP, and comprises their capital and undrawn profits in the LLP.
Commitments
Total future minimum lease payments under non-cancellable operating leases are as follows:
Group | Group | ||
2023 | 2022 | ||
£ | £ | ||
within one year |
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between one and five years |
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Pensions
The Group operates a defined contribution pension scheme for the directors and employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.
Group | Group | ||
2023 | 2022 | ||
£ | £ | ||
Unpaid contributions due to the fund (inc. in other creditors) |
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Net debt reconciliation
Balance at 01 January 2023 | Cash flows | New finance leases | Balance at 31 December 2023 | ||||
£ | £ | £ | £ | ||||
Cash at bank and in hand | 2,177,477 | 349,743 | 0 | 2,527,220 | |||
Bank overdrafts | ( 2,401,384) | 1,999,057 | 0 | ( 402,327) | |||
( 223,907) | 2,348,800 | 0 | 2,124,893 | ||||
Finance leases | ( 810,811) | 690,680 | ( 494,540) | ( 614,671) | |||
( 810,811) | 690,680 | ( 494,540) | ( 614,671) | ||||
Net debt | (
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3,039,480 | ( 494,540) |
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Contingent liabilities
A guarantee has been given to Eidgenossiche Steuruerwaltung by HSBC Bank plc on behalf of the LLP for CHF 490,000 in respect of potential future tax liabilities arising with the LLP's subsidiary undertaking, RSHP Switzerland GmbH, as required by the Swiss tax authorities.
The liabilities arising from these guarantees are secured by fixed and floating charges over each of the above named entities. The net contingent liability at 31 December 2023 was £nil (2022: £nil).
Transactions with companies in which the entity itself has a participating interest
Amounts owed to joint ventures
2023 | 2022 | ||
£ | £ | ||
Amounts owed to joint ventures |
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Transactions with related parties or connected persons
Amounts owed by connected persons
2023 | 2022 | ||
£ | £ | ||
Staff loan to subsidiary director | 17,789 | 5,413 |
Amounts owed to connected persons
2023 | 2022 | ||
£ | £ | ||
Amount owed to Connected Charity |
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Key management
2023 | 2022 | ||
£ | £ | ||
Profit share | 2,385,365 | 2,596,877 |
Key management within the group are not employed and instead receive a profit share from Group's subsidiary undertaking, RSHP LLP.