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Company No: SC812160 (Scotland)

WISE GROUP – RUP LTD

UNAUDITED FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD FROM 30 MAY 2024 TO 31 DECEMBER 2024
PAGES FOR FILING WITH THE REGISTRAR

WISE GROUP – RUP LTD

UNAUDITED FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 30 MAY 2024 TO 31 DECEMBER 2024

Contents

WISE GROUP – RUP LTD

BALANCE SHEET

AS AT 31 DECEMBER 2024
WISE GROUP – RUP LTD

BALANCE SHEET (continued)

AS AT 31 DECEMBER 2024
Note 31.12.2024
£
Fixed assets
Intangible assets 4 223,967
Tangible assets 5 682
224,649
Current assets
Stocks 6 2,184
Debtors 7 9,051
Cash at bank and in hand 70,860
82,095
Creditors: amounts falling due within one year 8 ( 262,031)
Net current liabilities (179,936)
Total assets less current liabilities 44,713
Creditors: amounts falling due after more than one year 9 ( 91,423)
Net liabilities ( 46,710)
Capital and reserves
Called-up share capital 10 1
Profit and loss account ( 46,711 )
Total shareholder's deficit ( 46,710)

For the financial period ending 31 December 2024 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

The financial statements of Wise Group – RUP Ltd (registered number: SC812160) were approved and authorised for issue by the Board of Directors on 25 August 2025. They were signed on its behalf by:

Jon Arne Silgjerd
Director
Roger Lillestøl
Director
WISE GROUP – RUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 30 MAY 2024 TO 31 DECEMBER 2024
WISE GROUP – RUP LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE FINANCIAL PERIOD FROM 30 MAY 2024 TO 31 DECEMBER 2024
1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial period, unless otherwise stated.

General information and basis of accounting

Wise Group – RUP Ltd (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in Scotland. The address of the Company's registered office is Exchange Tower, 19 Canning Street, Edinburgh, EH3 8EH, Scotland, United Kingdom. The principal place of business is 31 Abercrombie Court, Prospect Road, Arnhall Business Park, Westhill, Aberdeenshire, AB32 6FE.

On 8th October 2024, the company acquired the business and certain assets of Rup Limited. The profit and loss account for the period ended 31 December 2024 represents the acquired activities and therefore no separate presentation is required.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

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

Going concern

The company incurred a loss for the period to 31 December 2024, which was in line with the Directors’ expectation for the first trading period. The company has net liabilities of £46,710 and net current liabilities of £179,936 at the period end.

The company continues to establish itself in the market and the Directors are confident with the long-term prospects of the company’s service offering.

The company’s parent company Wise Group Muir Matheson has confirmed that it will not seek repayment of amounts due of £201,324 for at least 12 months from the date of signing of these financial statements and has also provided confirmation that they will provide such funding as the company requires to allow it to continue in operational existence and meet its financial obligations as they fall due for at least 12 months from the date of signing of these financial statements. Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s400
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Reporting period length

The reporting period covers a period of 7 months from the date of incorporation on 30 May 2024 to 31 December 2024.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Employee benefits

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

Defined contribution schemes
The Company operates a defined contribution scheme. The amount charged to the Profit and Loss Account in respect of pension costs and other post-retirement benefits is the contributions payable in the financial period. Differences between contributions payable in the financial period and contributions actually paid are included as either accruals or prepayments in the Balance Sheet.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

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

Intangible assets

Intangible assets are stated at cost or valuation, net of amortisation and any provision for impairment. Amortisation is provided on all intangible assets at rates to write off the cost or valuation of each asset over its expected useful life as follows:

Goodwill 10 years straight line
Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Plant and machinery etc. 5 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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.

Impairment of assets

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.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to sell, which is equivalent to the net realisable value. Cost includes materials, direct labour and an attributable proportion of manufacturing overheads based on normal levels of activity.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and bank balances, are measured at transaction price including transaction costs.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors and loans from parent company, are recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. Trade creditors are recognised at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments
Equity instruments issued by the Company 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 Company.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, the directors are required to make judgements that have a significant impact on the amounts recognised. The following are the critical judgements that the directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

Included in creditors is a total of £156,152 (split between current and non-current liabilities) that relates to earn out payments included in the contract for the purchase of assets from Rup Limited. Earn out payments are calculated based on relevant revenue during the earn out periods, as these are all future periods the level of relevant revenue cannot be reliably measured therefore we have estimated relevant revenue and included the earn out payments as a provision based on these estimates.

3. Employees

Period from
30.05.2024 to
31.12.2024
Number
Monthly average number of persons employed by the Company during the period, including directors 3

4. Intangible assets

Goodwill Total
£ £
Cost
At 30 May 2024 0 0
Additions 229,710 229,710
At 31 December 2024 229,710 229,710
Accumulated amortisation
At 30 May 2024 0 0
Charge for the financial period 5,743 5,743
At 31 December 2024 5,743 5,743
Net book value
At 31 December 2024 223,967 223,967

On 8th October 2024, the company acquired the business and certain assets of Rup Limited, and recognised goodwill of £229,710 accordingly.

5. Tangible assets

Plant and machinery etc. Total
£ £
Cost
At 30 May 2024 0 0
Additions 738 738
At 31 December 2024 738 738
Accumulated depreciation
At 30 May 2024 0 0
Charge for the financial period 56 56
At 31 December 2024 56 56
Net book value
At 31 December 2024 682 682

6. Stocks

31.12.2024
£
Stocks 2,184

7. Debtors

31.12.2024
£
Other debtors 9,051

8. Creditors: amounts falling due within one year

31.12.2024
£
Trade creditors 624
Amounts owed to Parent undertakings 201,324
Other taxation and social security 8,532
Other creditors 51,551
262,031

Amounts owed to parent undertakings are interest free and has no fixed repayment terms.

Other creditors includes £18,287 of a provision for earn out payments in relation to the purchase of assets from Rup Limited. The level of these payments are dependent on the level of relevant revenue generated over the agreed period therefore are estimated for the purposes of the provision being included in the accounts.

9. Creditors: amounts falling due after more than one year

31.12.2024
£
Other creditors 91,423

There are no amounts included above in respect of which any security has been given by the small entity.

Other creditors includes £91,423 of a provision for earn out payments in relation to the purchase of assets from Rup Limited. The level of these payments are dependent on the level of relevant revenue generated over the agreed period therefore are estimated for the purposes of the provision being included in the accounts.

The earn out clause is interest free, and has not been discounted as this is deemed to be immaterial.

10. Called-up share capital

31.12.2024
£
Allotted, called-up and fully-paid
1 Ordinary share of £ 1.00 1

On 30 May 2024, 1 ordinary share was issued at par.

11. Related party transactions

The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.

12. Ultimate controlling party

Parent Company:

Wise Group - Muir Matheson Limited
Exchange Tower, 19 Canning Street, Edinburgh, Scotland, EH3 8EH

The ultimate controlling party is as follows:

Automasjon OG Data AS
Vassbotnen 23, 4033 Stavanger, Norway