Registration number:
for the
Year Ended 31 December 2024
RM Group Topco Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
RM Group Topco Limited
Company Information
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Directors |
K T Justice R R J Kay N J Lavery S P Layzell R Wood Joga Automotive B.V. M V Crowley |
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Registered office |
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Auditors |
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RM Group Topco Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is a specialist provider of outsourced commercialisation services to the pharmaceutical industry. The principal activity of the company is that of a holding company.
Fair review of the business
The results for the period which are set out in the consolidated profit and loss account show turnover of £7,782,965 (2023 - £8,039,639) and an operating loss of £1,423,289 (2023 - £1,123,570). At 31 December 2024 the group had total assets less current liabilities of £16,810,366 (2023 - £20,704,391). The directors consider the performance for the period and the financial position at the period end to be satisfactory.
The business produces monthly management information including Key Performance Indicators (“KPI”s) which are an integral part of the reporting. KPIs include revenue, contribution, operating profit and revenue pipeline. KPI’s are reviewed and altered to meet changes both in the internal and external environments.
Principal risks and uncertainties
The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to ongoing compliance with current and future regulations and legislation affecting the sector.
The business risks are managed through the recruitment of highly experienced managers, input from external experts and undertaking regular reviews of operational performance and KPIs.
Approved by the
Director
RM Group Topco Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Future developments
The external environment is expected to remain competitive going forward, however, the directors are confident that the group will continue to improve the current level of performance in the future.
Financial instruments
Objectives and policies
The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures. The group's bank loans and loan stock are subject to price and liquidity risk as disclosed in note 16 to the financial statements.
The wider UK economy is currently experiencing an increased inflationary environment. The group reviews and manages key suppliers to minimise the impact on overall operating costs. The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cashflows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.
Exchange risk
The group is exposed to exchange risk with some businesses operating within countries where the Euro is the dominant currency. Management perform regular reviews of the anticipated risk and implement proportionate hedging measures as deemed appropriate.
RM Group Topco Limited
Directors' Report for the Year Ended 31 December 2024
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
RM Group Topco Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and 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 company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
RM Group Topco Limited
Independent Auditor's Report to the Members of RM Group Topco Limited
Opinion
We have audited the financial statements of RM Group Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of 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:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year 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 auditor 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's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.
In connection with our audit of the financial statements, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
RM Group Topco Limited
Independent Auditor's Report to the Members of RM Group Topco Limited
Opinion on other matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 5, 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’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was 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 group’s industry and its control environment and reviewed the group’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 that the group 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, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.
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.
RM Group Topco Limited
Independent Auditor's Report to the Members of RM Group Topco Limited
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated 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:
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• |
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; |
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• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;. |
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and |
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• |
reading minutes of meetings of those charged with governance. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
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
Windsor House
Bayshill Road
GL50 3AT
RM Group Topco Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
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Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating profit before amortisation |
790,864 |
1,151,651 |
|
|
Amortisation of intangible assets |
(2,214,153) |
(2,275,221) |
|
|
Operating loss |
( |
( |
|
|
Other interest receivable and similar income |
|
|
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
( |
( |
|
|
Loss for the financial year |
( |
( |
|
|
Profit/(Loss) attributable to: |
|||
|
Owners of the company |
( |
( |
The above results were derived from continuing operations.
RM Group Topco Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation losses |
( |
( |
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
RM Group Topco Limited
(Registration number: 14027665)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors: Amounts falling due within one year |
1,928,502 |
1,900,508 |
|
|
Debtors: Amounts falling due after more than one year |
- |
126,151 |
|
|
Cash at bank and in hand |
1,544,801 |
2,547,420 |
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
27,933,448 |
26,400,203 |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Equity attributable to owners of the company |
( |
( |
|
|
Minority interests |
|
- |
|
|
Total equity |
( |
( |
|
|
Total equity and long term liabilities |
16,810,366 |
20,704,391 |
Approved and authorised by the
Director
RM Group Topco Limited
(Registration number: 14027665)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Investments |
|
|
|
|
Current assets |
|||
|
Debtors |
|
|
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current assets |
|
|
|
|
Total assets less current liabilities |
|
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
|
Net (liabilities)/assets |
( |
|
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Retained earnings |
( |
( |
|
|
Shareholders' (deficit)/funds |
( |
|
The company made a loss after tax for the financial year of £75,035 (2023 - profit after tax of £4,068).
Approved and authorised by the
Director
RM Group Topco Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2024 |
|
|
( |
( |
- |
( |
|
Loss for the year |
- |
- |
( |
( |
- |
( |
|
Other comprehensive income |
- |
- |
( |
( |
- |
( |
|
Total comprehensive income |
- |
- |
( |
( |
- |
( |
|
Other share premium reserve movements |
- |
( |
- |
( |
- |
( |
|
Acquisition of non-controlling interest, increase in equity |
- |
- |
- |
- |
|
|
|
At 31 December 2024 |
|
|
( |
( |
|
( |
|
Share capital |
Share premium |
Retained earnings |
Total |
Non-controlling interests - Equity |
Total equity |
|
|
At 1 January 2023 |
|
|
( |
( |
- |
( |
|
Loss for the year |
- |
- |
( |
( |
- |
( |
|
Other comprehensive income |
- |
- |
( |
( |
- |
( |
|
Total comprehensive income |
- |
- |
( |
( |
- |
( |
|
New share capital subscribed |
|
- |
- |
|
- |
|
|
Other share premium reserve movements |
- |
|
- |
|
- |
|
|
At 31 December 2023 |
|
|
( |
( |
- |
( |
RM Group Topco Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2024 |
|
|
( |
|
|
Loss for the year |
- |
- |
( |
( |
|
Other share premium reserve movements |
- |
( |
- |
( |
|
At 31 December 2024 |
|
|
( |
( |
|
Share capital |
Share premium |
Retained earnings |
Total |
|
|
At 1 January 2023 |
|
|
( |
|
|
Profit for the year |
- |
- |
|
|
|
New share capital subscribed |
|
- |
- |
|
|
Other share premium reserve movements |
- |
|
- |
|
|
At 31 December 2023 |
|
|
( |
|
RM Group Topco Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance income |
( |
( |
|
|
Finance costs |
|
|
|
|
Income tax expense |
|
|
|
|
Foreign exchange gains/losses |
42,153 |
5,302 |
|
|
|
|
||
|
Working capital adjustments |
|||
|
Decrease in trade debtors |
|
|
|
|
(Decrease)/increase in trade creditors |
( |
|
|
|
(Decrease)/increase in deferred income, including government grants |
( |
|
|
|
Cash generated from operations |
|
|
|
|
Income taxes paid |
( |
( |
|
|
Net cash flow from operating activities |
|
|
|
|
Cash flows from investing activities |
|||
|
Interest received |
|
|
|
|
Acquisitions of tangible assets |
( |
( |
|
|
Acquisition of intangible assets |
( |
( |
|
|
Recovery of monies paid on prior acquisitions |
- |
191,373 |
|
|
Net cash flows from investing activities |
( |
|
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
|
Repayment of bank borrowing |
( |
- |
|
|
Proceeds from issue of shares classified as liabilities |
- |
|
|
|
Net cash flows from financing activities |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Effect of exchange rate fluctuations on cash held |
|
|
|
|
Cash and cash equivalents at 31 December |
1,544,801 |
2,547,420 |
|
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act
2006. The company made a loss after tax for the financial period of £75,035 (2023 - profit after tax of £4,068).
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Foreign subsidiaries that report locally in an alternative functional currency are translated into the presentational currency of RM Group Topco Limited on consolidation by translating all assets and liabilities at the reporting date using the relevant exchange rate at that time. Income and expenses are translated using monthly average exchange rates. The resulting exchange difference generated is recognised in other comprehensive income.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
After reviewing the group forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when: the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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.
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Depreciation
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Property improvements |
Straight line over 5 years |
|
Fixtures and fittings |
Straight line over 5 years |
|
Computer equipment |
Straight line over 5 years |
Business combinations
Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.
Intangible assets
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.
Internally generated software is stated at costs less any subsequent accumulated amortisation and impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Goodwill |
Straight line over 10 years |
|
Internally generated software |
Straight line over 7 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Rendering of services |
|
|
The analysis of the group's Turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Europe |
|
|
|
Rest of world |
- |
|
|
|
|
|
Operating loss |
Arrived at after charging
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
|
|
|
Operating lease expense - property |
|
|
|
Other interest receivable and similar income |
|
2024 |
2023 |
|
|
Interest income on bank deposits |
|
|
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest on bank borrowings |
|
|
|
Interest on preference shares |
|
|
|
Interest expense on other borrowings |
|
|
|
Finance charges adjacent to interest |
|
|
|
|
|
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
|
Sales |
|
|
|
|
|
Company
The company incurred no staff costs and had no employees other than the directors.
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
708,437 |
429,549 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under money purchase pension scheme |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
30,950 |
29,750 |
|
Other fees to auditors |
||
|
All other non-audit services |
|
|
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
UK corporation tax adjustment to prior periods |
|
|
|
139,855 |
216,492 |
|
|
Foreign tax |
|
( |
|
Total current income tax |
267,162 |
184,266 |
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
( |
|
Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods |
- |
(3,197) |
|
Total deferred taxation |
|
( |
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2023 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Effect of tax losses |
- |
|
|
Effect of foreign tax rates |
|
( |
|
Deferred tax credit relating to changes in tax rates or laws |
- |
( |
|
Increase from tax losses for which no deferred tax asset was recognised |
- |
|
|
Deferred tax expense/(credit) from unrecognised temporary difference from a prior period |
|
( |
|
Tax increase from effect of unrelieved tax losses carried forward |
|
- |
|
Increase (decrease) in current tax from adjustment for prior periods |
146,357 |
- |
|
Total tax charge |
|
|
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Asset |
|
Fixed asset timing differences |
( |
|
Short term timing differences |
|
|
Non trading timing differences |
|
|
|
|
2023 |
Asset |
|
Short term timing differences |
|
|
Non trading timing differences |
|
|
|
£Nil (2023 - £126,151) of deferred tax asset is considered to be recoverable after more than one year.
|
Intangible assets |
Group
|
Goodwill |
Software development costs |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
|
|
|
|
Additions acquired separately |
- |
|
|
|
Foreign exchange movements |
( |
( |
( |
|
At 31 December 2024 |
|
|
|
|
Amortisation |
|||
|
At 1 January 2024 |
|
|
|
|
Amortisation charge |
|
|
|
|
Foreign exchange movements |
( |
|
( |
|
At 31 December 2024 |
|
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
|
|
|
|
At 31 December 2023 |
|
|
|
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Property improvements |
Furniture, fittings and equipment |
Total |
|
|
Cost |
|||
|
At 1 January 2024 |
|
|
|
|
Additions |
- |
|
|
|
Disposals |
( |
- |
( |
|
Foreign exchange movements |
|
( |
|
|
At 31 December 2024 |
- |
|
|
|
Depreciation |
|||
|
At 1 January 2024 |
|
|
|
|
Charge for the year |
|
|
|
|
Eliminated on disposal |
( |
- |
( |
|
Foreign exchange movements |
|
( |
|
|
At 31 December 2024 |
- |
|
|
|
Carrying amount |
|||
|
At 31 December 2024 |
- |
|
|
|
At 31 December 2023 |
|
|
|
|
Investments |
Group
Details of undertakings
For the year ending 31 December 2024 the following subsidiaries were entitled to exemption from audit under section 479A of the Companies Act 2006 relating to subsidiary companies:
|
RM Group Midco Limited |
|
RM Group Bidco Limited |
|
Republic M! UK Limited |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost and carrying amount |
|
|
At 1 January 2024 and at 31 December 2024 |
|
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
England and Wales |
|
|
|
|
|
The Netherlands |
|
|
|
|
|
The Netherlands |
|
|
|
|
|
Germany |
|
|
|
|
|
Italy |
|
|
|
|
|
Spain |
|
|
|
|
|
France |
|
|
|
The principal activity of RM Group Midco Limited, RM Group Finco Limited, RM Group Bidco Limited and Republic M! Holding B.V. is that of an intermediate holding company.
The principal activity of Republic M! UK Limited, Republic M! B.V., Republic M! Deutschland MBH, Republic M! Italia S.R.L, Republic M! Pharma Services Espana and Republic M France is a specialist provider of outsourced commercialisation services to the pharmaceutical industry.
All companies are held indirectly other than RM Group Midco Limited.
The registered address of RM Group Midco Limited, RM Group Finco Limited and RM Group Bidco Limited is the same address as the company. The registered address of Republic M! UK Limited is 1 Parkshot, Richmond, Surrey, TW9 2RD. The registered address of Republic M! Holding B.V and Republic M! B.V is J.L. van Rijweg 143, 2713 HZ Zoetermeer, The Netherlands. The registered address of Republic M! Deutschland GMBH is Königsallee 92a, 40212 Düsseldorf, Germany. The registered address of Republic M! Italia S.R.L is Via Giosue Carducci 31 Milano (MI) CAP 210123. The registered address for Republic M! Pharma Services Espana S.L. is CL Mariano Cubi Num.7 08006 Barcelona. The registered address for Republic M France is 320 RUE Saint-Honoré 75001 Paris France.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Debtors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
- |
- |
|
|
Amounts owed by group undertakings |
- |
- |
|
|
|
|
Other debtors |
|
|
|
- |
|
|
Prepayments |
|
|
|
|
|
|
Deferred tax assets |
|
|
- |
- |
|
|
|
|
|
|
||
|
Less non-current portion |
- |
( |
- |
- |
|
|
Total current trade and other debtors |
|
|
|
|
|
Details of non-current trade and other debtors
Group
£Nil (2023 - £126,151) of deferred tax asset is classified as non current.
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Trade creditors |
|
|
- |
|
|
|
Amounts due to group undertakings |
- |
- |
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Outstanding defined contribution pension costs |
|
|
- |
- |
|
|
Other creditors |
|
|
- |
- |
|
|
Accrued expenses |
|
|
- |
- |
|
|
Corporation tax liability |
|
|
- |
- |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Loans and borrowings |
Non-current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Bank borrowings |
|
|
- |
- |
|
Redeemable preference shares |
|
|
|
|
|
Other borrowings |
|
|
- |
- |
|
|
|
|
|
|
Other borrowings consist of loan notes outstanding of £11,197,875 (2023 - £10,116,003) which includes accrued interest of £2,598,443 (2023 - £1,557,920) and are stated after deducting £217,294 (2023 - £258,643) of costs associated with the raising of this finance which are being released to the profit and loss account over the term of the debt in accordance with FRS102. The loan notes balance excluding accrued interest and gross of unamortised debt costs was £8,816,726 (2023 - £8,816,726).
Other borrowings at 31 December 2024 are made up of A2 loan notes, B loan notes and C loan notes. All loan notes are unsecured and repayable in full on 22 April 2030. Interest is charged at 10% and is payable in quarterly instalments or accrued and rolled up into the principle of the loan notes if the interest is not paid.
The bank loans outstanding of £5,352,767 (2023 - £5,996,423) are stated after deducting £197,233 (2023 - £253,577) of costs associated with the raising of finance, which are being released to the profit and loss account over the term of the debt in accordance with FRS102. The bank loans balance gross of unamortised debt costs was £5,550,000 (2023 - £6,250,000).
The bank loan borrowings at 31 December 2024 are repayable in full on 19 July 2028. Interest is charged on the facility at 4.75% above SONIA and the loan is secured by a fixed and floating charge over the assets of the group.
Preference shares classified as debt
|
Group and Company |
31 December 2024 |
31 December 2023 |
|||||
|
No |
£ |
No |
£ |
||||
|
A preference shares of £1 each |
5,956,009 |
5,956,009 |
5,956,009 |
5,956,009 |
|||
|
B preference shares of £1 each |
2,771,216 |
2,771,216 |
2,771,216 |
2,771,216 |
|||
|
C preference shares of £1 each |
69,500 |
69,500 |
69,500 |
69,500 |
|||
|
D preference shares of £1 each |
190,000 |
190,000 |
190,000 |
190,000 |
|||
|
8,986,725 |
8,986,725 |
8,986,725 |
8,986,725 |
The A, B and C preference shares are unsecured and carry a 10% annual cumulative dividend (calculated by reference to the issue price of £1 each), which is payable on redemption of the shares. The D preference shares are unsecured and carry a 0.5% annual cumulative dividend (calculated by reference to the issue price of £1 each), which is payable on redemption of the shares. The shares can be redeemed at the option of the holders on the sale or flotation of the company. The preference shares above represent the nominal value of the shares of £8,986,725 (2023 - £8,986,725) plus accrued dividends of £2,596,470 (2023 - £1,557,215) and gross of amortised debt costs of £200,389 (2023 - £256,163).
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
6,596 |
|
6,596 |
|
|
|
2,304 |
|
2,304 |
|
|
|
100 |
|
100 |
|
|
|
1,000 |
|
1,000 |
|
|
|
|
|
|
|
Non-controlling interests |
Non-controlling interest relates to shares held in RM Group Midco Limited by other shareholders. These shares do not grant the holder a right to vote, receive dividends, or other distributions, and therefore are not considered to confer control over the company.
On liquidation, reduction of capital, dissolution, winding up, or other return of capital, the shareholders are entitled to receive an amount equal to the share proceeds.
Non-controlling interest has been recognised during the year amounting to £17,630.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Analysis of changes in net debt |
Group
|
At 1 January 2024 |
Cash flows |
Foreign exchange movements |
Other non-cash changes |
At 31 December 2024 |
|
|
Cash and cash equivalents |
|||||
|
Cash |
2,547,420 |
(1,030,454) |
27,835 |
- |
1,544,801 |
|
Borrowings |
|||||
|
Bank borrowings |
(5,996,423) |
700,000 |
- |
(56,344) |
(5,352,767) |
|
Loan notes |
(10,116,003) |
- |
- |
(1,081,872) |
(11,197,875) |
|
Redeemable preference shares |
(10,287,777) |
- |
- |
(1,095,029) |
(11,382,806) |
|
(26,400,203) |
700,000 |
- |
(2,233,245) |
(27,933,448) |
|
|
|
|||||
|
( |
( |
|
( |
( |
|
Other non-cash changes include £56,344 relating to the amortisation of capitalised debt costs and accrued interest of £2,176,901.
RM Group Topco Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Related party transactions |
Group
Summary of transactions with key management
Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 8 to the financial statements.
Summary of transactions with parent
During the period, the group's ultimate controlling party charged the group £235,125 (2023 - £49,875) of monitoring fees of
which were paid during the year.
Company
Summary of transactions with key management
|
Parent and ultimate parent undertaking |
The ultimate controlling party is