ACCOUNTS - Final Accounts preparation

CASH AND CASH EQUIVALENTS

Unaudited 30 June

Registered number: 12837834

RJ URMSON GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 DECEMBER 2024

RJ URMSON GROUP LIMITED

REGISTERED NUMBER:12837834

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

	31 December	Unaudited 30 June
	2024	2023
Note	£	£

Fixed assets
Tangible assets	5		-		418,805
Investments	6		298		298
			298		419,103
Current assets
Debtors: amounts falling due within one year	7	298,949		14,992
Cash at bank and in hand	8	30,945		24,057
		329,894		39,049
Creditors: amounts falling due within one year	9	(233,666)		(391,786)
Net current assets/(liabilities)			96,228		(352,737)
Total assets less current liabilities			96,526		66,366

Net assets			96,526		66,366

Capital and reserves
Called up share capital	300	300
Profit and loss account	96,226	66,066
	96,526	66,366

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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with 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 by:

Benjamin Paul Hartley

Director

Date: 29 September 2025

The notes on pages 3 to 9 form part of these financial statements.

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RJ URMSON GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2024

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 July 2023	300	66,066	66,366
Comprehensive income for the period
Profit for the period	-	650,160	650,160
Other comprehensive income for the period	-	-	-
Total comprehensive income for the period	-	650,160	650,160
Contributions by and distributions to owners
Dividends: Equity capital	-	(620,000)	(620,000)
Total transactions with owners	-	(620,000)	(620,000)
At 31 December 2024	300	96,226	96,526

The notes on pages 3 to 9 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1st July 2022	300	41,329	41,629
Comprehensive income for the period
Profit for the year	-	349,737	349,737
Other comprehensive income for the period	-	-	-
Total comprehensive income for the period	-	349,737	349,737
Contributions by and distributions to owners
Dividends: Equity capital	-	(325,000)	(325,000)
Total transactions with owners	-	(325,000)	(325,000)
At 30 June 2023	300	66,066	66,366

The notes on pages 3 to 9 form part of these financial statements.

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RJ URMSON GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

1.	GENERAL INFORMATION

RJ Urmson Group Limited is a private company limited by shares incorporated in England and Wales. The registered address is Alton House, Alton Road, Ross-on-Wye, Herefordshire, HR9 6BP

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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 functional and presentational currency for the Company during the period was GBP and the accounts are rounded to the nearest GBP.

The following principal accounting policies have been applied:

2.2

EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the Company and Group are considered eligible for the exemption to prepare consolidated accounts as determined by reference to sections 384 and 399(2A) of the Companies Act 2006.

2.3

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);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of HSL Compliance Group Limited as at 31st December 2024 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.

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RJ URMSON GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (continued)

2.4

GOING CONCERN

The company has net current assets of £96,228, net assets of £96,526 and a profit of £650,160 for the 18 months ended 31 December 2024. Following acquisition of the company by HSL Compliance on 5 June, the company has access to financial support from the group. Therefore, the review of going concern is conducted wit hconsideration to the level of group financial support which may be realistically made available to the company.
The directors have prepared cash flow forecasts fro a period to 30 September 2025 covering a period of at least 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the group and company have sufficient funds to meet its liabilities as they fall due for that period.
Following a change in ownership after the balance sheet date, as disclosed in note 11, the group was able to access further finance facilities including a £58m term loan, £50m acquisition facility and £10m revolving credit facility which remains undrawn at the date of signing of these financial statements.
Consequently, the directors are confident that the group and company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of these financial statements and therefore have prepared the financial statements on the a 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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.6

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income 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 Company operates and generates income.

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RJ URMSON GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (continued)

2.7

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.8

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.9

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.

2.10

CASH AND CASH EQUIVALENTS

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

2.11

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.

2.12

DIVIDENDS

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

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RJ URMSON GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

3.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Estimates are based on historical experience and other assumptions that are considered reasonable in the circumstances. The actual amount or values may vary in certain instances from the assumptions and estimates made. Changes will be recorded, with corresponding effect in the financial statements, when, and if, better information is obtained.

EMPLOYEES

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

	2024	2023
	No.	No.

Employees	5	2

5.	TANGIBLE FIXED ASSETS

		Freehold property
		£

	At 1 July 2023 (Unaudited)	436,255
	Disposals	(436,255)
	At 31 December 2024	-

	At 1 July 2023 (Unaudited)	17,450
	Disposals	(17,450)
	At 31 December 2024	-
	NET BOOK VALUE
	At 31 December 2024	-

The movement during the year includes the disposal of a property.

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RJ URMSON GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

6.	FIXED ASSET INVESTMENTS

		Investments in subsidiary companies
		£
	At 1 July 2023 (Unaudited)	298
	At 31 December 2024	298

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

RJ Urmson Commissioning Engineers	Alton House, Alton Road, Ross-on-Wye, Herefordshire, HR9 5BP	Ordinary	100%
National Hygiene Services Ltd	Alton House, Alton Road, Ross-on-Wye, Herefordshire, HR9 5BP	Ordinary	100%
B&R Consulting Engineers Ltd	Portland House, Station Road, Ballasalla, Isle of Man, IM99 6AB	Ordinary	100%

DEBTORS

					31 December	Unaudited 30 June
					2024	2023
					£	£


Amounts owed by group undertakings	287,957	4,000
Other debtors	10,992	10,992
	298,949	14,992

Amounts owed by group undertakings are payable on demand and are interest free.

	Cash at bank and in hand	30,945	24,057

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RJ URMSON GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

Amounts owed to group undertakings	220,511	380,355
Corporation tax	9,655	8,271
Other creditors	3,500	-
Accruals and deferred income	-	3,160

Amounts owed to group undertakings are payable on demand and are interest free.

AUTHORISED, ALLOTTED, CALLED UP AND FULLY PAID

300 (2023: 300) Ordinary shares of £1.00 each	300	300

The shares have full rights with regards to voting, participation and dividends.

11.	RELATED PARTY TRANSACTIONS
	The Company has taken advantage of the exemption under FRS 102 from disclosing transactions with other wholly owned group companies.

12.	POST BALANCE SHEET EVENTS

HSL Compliance Group Limited prepares financial statements into which the results of the Company are consolidated. On 28 March 2025, 100% of the ordinary share capital of HSL Compliance Group Limited was purchased by Mariner Bidco Limited, an investment holding company ultimately controlled by IK Investment Partners AIFM, a private limited liability company incorporated in Luxembourg which acts as manager of the IK Small Cap III Fund No.1 SCSp and IK Small Cap III Fund No.2 SCSp.

The controlling party note reflects the above change in ultimate controlling party.

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RJ URMSON GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2024

13.	CONTROLLING PARTY

The immediate parent undertaking is HSL Compliance Holdings Limited.

The group to consolidate these financial statements is HSL Compliance Group Limited, a company registered in England and Wales at Alton House Alton Business Park, Alton Road, Ross-On-Wye, Herefordshire, United Kingdom, HR9 5BP.

Copies of the consolidated financial statements prepared by HSL Compliance Group Limited can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling party is IK Investment Partners AIFM, a private limited liability company incorporated in Luxembourg which acts as a manager of the IK Small Cap III Fund No.1 SCSp and IK Small Cap III Fund No.2 SCSp.

14.	AUDITORS' INFORMATON

The auditors' report on the financial statements for the period ended 31 December 2024 was unqualified.

The audit report was signed on 30 September 2025 by David Butler FCA (Senior Statutory Auditor) on behalf of Bishop Fleming Audit Limited.

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