Caseware UK (AP4) 2023.0.135 2023.0.135 2024-01-312024-01-313falsetruetrue2023-12-08falsetruefalse 14970152 2023-12-07 14970152 2023-12-08 2024-01-31 14970152 2022-02-01 2023-12-07 14970152 2024-01-31 14970152 c:Director1 2023-12-08 2024-01-31 14970152 c:Director1 2024-01-31 14970152 c:Director2 2023-12-08 2024-01-31 14970152 c:Director2 2024-01-31 14970152 c:Director3 2023-12-08 2024-01-31 14970152 c:Director3 2024-01-31 14970152 c:Director4 2023-12-08 2024-01-31 14970152 c:Director4 2024-01-31 14970152 c:RegisteredOffice 2023-12-08 2024-01-31 14970152 c:Agent1 2023-12-08 2024-01-31 14970152 d:CurrentFinancialInstruments 2024-01-31 14970152 d:Non-currentFinancialInstruments 2024-01-31 14970152 d:CurrentFinancialInstruments d:WithinOneYear 2024-01-31 14970152 d:Non-currentFinancialInstruments d:AfterOneYear 2024-01-31 14970152 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-01-31 14970152 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-01-31 14970152 d:ShareCapital 2023-12-08 2024-01-31 14970152 d:ShareCapital 2024-01-31 14970152 d:SharePremium 2023-12-08 2024-01-31 14970152 d:SharePremium 2024-01-31 14970152 d:RetainedEarningsAccumulatedLosses 2023-12-08 2024-01-31 14970152 d:RetainedEarningsAccumulatedLosses 2024-01-31 14970152 d:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2024-01-31 14970152 c:OrdinaryShareClass1 2023-12-08 2024-01-31 14970152 c:OrdinaryShareClass1 2024-01-31 14970152 c:OrdinaryShareClass2 2023-12-08 2024-01-31 14970152 c:OrdinaryShareClass2 2024-01-31 14970152 c:OrdinaryShareClass3 2023-12-08 2024-01-31 14970152 c:OrdinaryShareClass3 2024-01-31 14970152 c:OrdinaryShareClass4 2023-12-08 2024-01-31 14970152 c:OrdinaryShareClass4 2024-01-31 14970152 c:FRS102 2023-12-08 2024-01-31 14970152 c:Audited 2023-12-08 2024-01-31 14970152 c:FullAccounts 2023-12-08 2024-01-31 14970152 c:PrivateLimitedCompanyLtd 2023-12-08 2024-01-31 14970152 d:Subsidiary1 2023-12-08 2024-01-31 14970152 d:Subsidiary1 1 2023-12-08 2024-01-31 14970152 2 2023-12-08 2024-01-31 14970152 6 2023-12-08 2024-01-31 14970152 d:SpecificBusinessCombination1 2023-12-08 2024-01-31 14970152 d:SpecificBusinessCombination1 2024-01-31 14970152 d:SpecificBusinessCombination1 3 2024-01-31 14970152 d:SpecificBusinessCombination1 4 2024-01-31 14970152 d:SpecificBusinessCombination1 5 2024-01-31 14970152 d:SpecificBusinessCombination1 d:CurrentFinancialInstruments 2024-01-31 14970152 f:PoundSterling 2023-12-08 2024-01-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 14970152










RSI BIDCO LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 JANUARY 2024

 
RSI BIDCO LIMITED
 
 
COMPANY INFORMATION


Directors
Mark Cawley (appointed 8 December 2023)
John Bruce Gill (appointed 8 December 2023)
John Philip Heathcock (appointed 27 February 2024)
Tavia Marie Sparks (appointed 29 June 2023)




Registered number
14970152



Registered office
Rs Business Centre
2 Cassel Court

Haverton Hill Road

Billingham

United Kingdom

TS23 1RB




Independent auditors
Ryecroft Glenton
Chartered Accountants & Statutory Auditors

Newcastle upon Tyne

NE2 1QP




Bankers
Santander UK
Bridle Road

Bootle

Merseyside

L30 4GB





 
RSI BIDCO LIMITED
 

CONTENTS



Page
Directors' Report
1 - 2
Independent Auditors' Report
3 - 6
Statement of Comprehensive Income
7
Balance Sheet
8
Statement of Changes in Equity
9
Notes to the Financial Statements
10 - 19


 
RSI BIDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 JANUARY 2024

The directors present their report and the financial statements for the period ended 31 January 2024.

Principal activity

RSI Bidco Limited is the holding company for RS Industrial Services (North East) Limited which is a company that sells, maintains and repairs overhead cranes, hoists, and lifting systems; along with tool and equipment hire; and the supply of safety equipment and tools, and industrial training. 

Directors

The directors who served during the period were:

Mark Cawley (appointed 8 December 2023)
John Bruce Gill (appointed 8 December 2023)
Tavia Marie Sparks (appointed 29 June 2023)

Directors' responsibilities statement

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

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


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

make judgments and accounting estimates that are reasonable and prudent;

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

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

Disclosure of information to auditors

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

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

Page 1

 
RSI BIDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2024

Auditors

The auditorsRyecroft Glentonwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board on 31 October 2024 and signed on its behalf.
 





John Philip Heathcock
Director

Page 2

 
RSI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RSI BIDCO LIMITED
 

Opinion


We have audited the financial statements of RSI Bidco Limited (the 'Company') for the period ended 31 January 2024, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 January 2024 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


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


Conclusions relating to going concern


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


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


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


Page 3

 
RSI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RSI BIDCO LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept, 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
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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.


Page 4

 
RSI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RSI BIDCO LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 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 responsible individual ensured that the engagement team collectively had the appropriate     competence, capabilities and skills to identify or recognise non compliance with applicable laws and    regulations;
•  we identified the laws and regulations applicable to the Company through discussions with directors and
 other management, and from our commercial knowledge and experience of the sector;
•  we focused on specific laws and regulations which we considered may have a direct material effect on    the financial statements or the operations of the Company, including Companies Act 2006, taxation    legislation, data protection, anti bribery and employment legislation;
•  we assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management and inspecting legal correspondence; and
•  identified laws and regulations were communicated within the audit team regularly and the team     remained alert to instances of non compliance throughout the audit.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
•  making enquiries of management as to where they considered there was susceptibility to fraud, their    knowledge of actual, suspected and alleged fraud; and
•  considering the internal controls in place to mitigate risks of fraud and non compliance with laws and    regulations.
To address the risk of fraud through management bias and override of controls, we:
•  performed analytical procedures to identify any unusual or unexpected relationships; and
•  tested journal entries to identify unusual transactions.
In response to the risk of irregularities and non compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
Page 5

 
RSI BIDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RSI BIDCO LIMITED (CONTINUED)


•  agreeing financial statement disclosures to underlying supporting documentation;
•  reading the minutes of meetings of those charged with governance;
•  enquiring of management as to actual and potential litigation and claims; and
•  reviewing correspondence with HMRC and relevant regulators (where relevant).
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. 
Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. 
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.





Deborah Graham (Senior Statutory Auditor)
for and on behalf of
Ryecroft Glenton
Chartered Accountants
Statutory Auditors
Newcastle upon Tyne
NE2 1QP

31 October 2024
Page 6

 
RSI BIDCO LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 JANUARY 2024

Period ended 31 January 2024
£

  

Turnover
  
96,002

Gross profit
  
96,002

Administrative expenses
  
(346,602)

Operating (loss)
  
(250,600)

Interest receivable and similar income
  
310

Interest payable and similar expenses
  
(88,935)

(Loss) before tax
  
(339,225)

Tax on (loss)
  
-

(Loss) for the financial period
  
(339,225)

There was no other comprehensive income for 2024.

The notes on pages 10 to 19 form part of these financial statements.

Page 7

 
RSI BIDCO LIMITED
REGISTERED NUMBER: 14970152

BALANCE SHEET
AS AT 31 JANUARY 2024

2024
Note
£

Fixed assets
  

Investments
 5 
4,798,842

  
4,798,842

Current assets
  

Debtors: amounts falling due within one year
 6 
2,851,801

Cash at bank and in hand
 7 
5,157

  
2,856,958

Creditors: amounts falling due within one year
 8 
(1,298,921)

Net current assets
  
 
 
1,558,037

Total assets less current liabilities
  
6,356,879

Creditors: amounts falling due after more than one year
 9 
(5,686,104)

  

Net assets
  
670,775


Capital and reserves
  

Called up share capital 
 12 
1,150

Share premium account
 13 
1,008,850

Profit and loss account
 13 
(339,225)

  
670,775


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 October 2024.




John Philip Heathcock
Director

The notes on pages 10 to 19 form part of these financial statements.

Page 8

 
RSI BIDCO LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 JANUARY 2024


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

£
£
£
£


Comprehensive income for the period

Loss for the period
-
-
(339,225)
(339,225)

Shares issued during the period
1,150
1,008,850
-
1,010,000


At 31 January 2024
1,150
1,008,850
(339,225)
670,775

The notes on pages 10 to 19 form part of these financial statements.

Page 9

 
RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

1.


General information

RSI Bidco Limited is a private limited company, limited by shares, registered in England and Wales. The companies registered number is 14970152 and registered office is 2 Cassell Court, Billingham, TS23 1RB.
The company was incorporated on 29 June 2023 and presents it's financial statements for the shortened period to 31 January 2024. The accounting period was shortened to bring it in line with it's parent companies for consolidation purposes.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Foresight Group Holdings Limited as at 31 January 2024 and these financial statements may be obtained from C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 10

 
RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.4

Going concern

The Group made a profit in the current year and forecasts continued profits going forward. In addition, there are sufficient cash reserves within the Group to enable them to continue as a going concern. The Group also has a revolving credit facility with Santander of £500k which has not yet been utilitsed. This could be used for working capital purposes if required. 
As a result the directors have decided that there is no material uncertainty surrounding the companies ability to operate for the foreseeable future and have opted to prepare the accounts on the going concern basis.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

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

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

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 11

 
RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

2.Accounting policies (continued)

 
2.11

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans 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.

 
2.12

Creditors

Short-term creditors 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.

 
2.13

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Page 12

 
RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

2.Accounting policies (continued)


2.13
Financial instruments (continued)

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgments,
estimated 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.

Page 13

 
RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

4.


Employees

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


        2024
            No.






Directors
3


5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
4,798,842



At 31 January 2024
4,798,842






Subsidiary undertaking





The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

RS Industrial Services (North East) Ltd
2 Cassel Court Haverton Hill Road, Billingham, Cleveland, United Kingdom, TS23 1RB
Ordinary
100%

The aggregate of the share capital and reserves as at 31 January 2024 and the profit or loss for the period ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

RS Industrial Services (North East) Ltd
8,313
8,312

Page 14

 
RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

6.


Debtors

2024
£


Amounts owed by group undertakings
2,731,452

Other debtors
120,349

2,851,801



7.


Cash and cash equivalents

2024
£

Cash at bank and in hand
5,157

5,157



8.


Creditors: Amounts falling due within one year

2024
£

Bank loans (see note 10)
221,768

Amounts owed to group undertakings
75,253

Other creditors
917,294

Accruals and deferred income
84,606

1,298,921




Amounts owed to group undertakings are repayable on demand. However, the expectation is that these amounts will not be repaid within the next 12 months. 

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RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

9.


Creditors: Amounts falling due after more than one year

2024
£

Bank loans (see note 10)
1,300,000

Amounts owed to group undertakings (see note 16)
3,701,203

Other creditors
684,901

5,686,104



10.


Loans


Analysis of the maturity of loans is given below:


2024
£

Amounts falling due within one year

Bank loans
221,768


221,768

Amounts falling due 1-2 years

Bank loans
200,000


200,000

Amounts falling due 2-5 years

Bank loans
1,100,000


1,100,000


1,521,768


In FY24 the Company took out two loan notes with Santander UK Plc. 
Loan A was for £1,000,000 with an interest rate of 4.50% plus the Bank of England base rate. £50,000 plus the accrued interest is repaid quarterly in arrears. The last repayment date is 8 December 2028.
Loan B was for £500,000 with an interest rate of 5.00% plus the Bank of England base rate. The accrued interest is repaid quarterly in arrears with the capital amount being repaid at the end of the term. The last repayment date is 8 December 2028.
A fixed and floating charge exists over all of the property and undertakings of the company. 

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RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

11.


Financial instruments

2024
£

Financial assets


Financial assets measured at fair value through profit or loss
5,157




Financial assets measured at fair value through profit or loss comprise of cash and bank.


12.


Share capital

2024
£
Allotted, called up and fully paid


87,500 A Ordinary shares of £0.01 each
875
2,500 C Ordinary shares of £0.01 each
25
12,500 B2 Ordinary shares of £0.01 each
125
12,500 B1 Ordinary shares of £0.01 each
125

1,150


During the year the company issued share capital which was subsequently sub-divided in the classifications and designated as stated above. Ordinary shares carry full voting rights. 


13.


Reserves

Share premium account

The share premium account balance represents the difference between the value paid for the share capital and the nominal value. 

Profit and loss account

The profit and loss account balance represents cumulative retained profits and losses. 

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RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

14.
 

Business combinations

RSI Bidco Limited purchased RS Industrial Services (North East) Limited and its subsidiaries RS Cranes & Lifting Limited and RS Industrial Supplies Limited on 8 December 2023.  
RSI Bidco Limited owns 100% of the share capital and voting rights of RS Industrial Services (North East) Limited.

Acquisition of RS Industrial Services (North East) Limited

Recognised amounts of identifiable assets acquired and liabilities assumed

Fair value
£

Fixed Assets

Tangible
339,730

339,730

Current Assets

Stocks
775,168

Debtors
1,614,018

Total Assets
2,728,916

Creditors

Due within one year
(2,728,916)

Total Identifiable net assets
-


Goodwill
4,798,842

Total purchase consideration
4,798,842

Consideration

£


Cash less consideration for the sale shares
2,518,572

Share rollover
500,000

Deferred consideration (less discounting)
1,081,630

Earn-out consideration (less discounting)
509,100

Directly attributable costs
189,540

Total purchase consideration
4,798,842

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RSI BIDCO LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024

14.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
4,200,000

Directly attributable costs
189,540

4,389,540

Net cash outflow on acquisition
4,389,540

The goodwill arising on acquisition is attributable to the acquisition of customer lists, brand name and reputation. 


15.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held
separately from those of the Company in an independently administered fund. The pension cost charge
represents contributions payable by the Company to the fund and amounted to £4,136. No contributions were payable to the fund at the balance sheet date.


16.


Related party transactions

During the year Foresight Group LLP (the companies immediate parent entity) issued £3,825k of loan notes. These loan notes accrue 10% interest, which is paid quarterly in arrears. Included within this balance are borrowing costs of £127.5k which are amortised over the life of the loan. 
Remuneration of key management personnel
The Directors are considered to be the only key management personnel.


17.


Controlling party

The company's immediate parent entity is Foresight Group LLP, an entity registered in England and Wales. The company's ultimate parent is Foresight Group Holdings Limited, a company registered in Guernsey. The smallest and largest group in which the results of the company are consolidated is that headed by Foresight Group Holdings Limited. Group financial statements are available at C/O Foresight Group LLP, The Shard, 32 London Bridge Street, London, United Kingdom, SE1 9SG.

 
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