Company registration number 11444164 (England and Wales)
KRS LION BIDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
Affinia
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
KRS LION BIDCO LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 6
KRS LION BIDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
5
628,514
Current assets
Debtors
6
2
1,125,977
Creditors: amounts falling due within one year
7
(1,629,491)
Net current assets/(liabilities)
2
(503,514)
Net assets
2
125,000
Capital and reserves
Called up share capital
8
2
125,000
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 7 May 2026 and are signed on its behalf by:
J Boast
Director
Company registration number 11444164 (England and Wales)
KRS LION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information
KRS Lion Bidco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 9 Miller Court, Severn Drive, Tewkesbury Business Park, Tewkesbury, Gloucestershire, GL20 8DN.
1.1
Basis of preparation
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
The company is a wholly-owned subsidiary of Riser Holdings LP, a company registered in Delaware, USA, and is included in the consolidated financial statements of this company, which are publicly available. Consequently, the company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 401 of the Companies Act 2006. The accounts for Riser Holdings LP are available at; 520 Madison Avenue, New York, NY 10019.
As a wholly-owned subsidiary of Riser Holdings LP, and a qualifying entity, the Company has taken advantage of the exemption offered by FRS102 "Related Party Disclosures" not to disclose transactions with wholly owned subsidiary undertakings.
The accounting policies have been applied consistently, other than where new policies have been adopted.
1.2
Going concern
The financial statements have not been prepared on a going concern basis as the directors intend to cease operations and strike the company off the register. The financial statements have been prepared on a break up basis. As the company has no liabilities and its only remaining asset is a nominal debtor balance representing the called-up share capital, no adjustments to carrying values were necessary.true
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
KRS LION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.4
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
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.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.5
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
KRS LION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates 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.
No specific judgements or key sources of estimation uncertainty were identified.
3
Exceptional Item
2023
2022
£
£
Expenditure
Impairment of prepayment
25,000
-
The exceptional item relates to the impairment of legacy prepayments. As the company has ceased trading and is in the process of being dissolved, these balances hold no future economic benefit and have been written off in full.
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was Nil (2022: Nil).
5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
628,514
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
628,514
Additions
1,100,980
Disposals
(1,729,494)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
628,514
KRS LION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Fixed asset investments
(Continued)
- 5 -
During the year the company participated in a wider group restructuring exercise. As part of this reorganisation, the company transferred intercompany balances and investment in a subsidiary undertaking to a fellow group company, Soar Newco Limited, via a £1,729,494 dividend in specie. This transaction was non-cash in nature and relates to this reorganisation.
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
2
1,100,977
Other debtors
25,000
2
1,125,977
7
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
1,629,491
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £0.000001 each
100,000
100,000
2
100,000
Ordinary B of £0.000001 each
25,000
25,000
25,000
125,000
125,000
2
125,000
On 7 December 2023, a resolution was passed to reduce the nominal value of each class of shares as follows:
9
Reserves
Profit and loss reserves
The profit and loss reserve comprises the cumulative effect of the total profits and losses at each year end, less any distributions made to shareholders.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified.
KRS LION BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
10
Audit report information
(Continued)
- 6 -
We draw your attention to note 1.2 in the accountancy policies section of the financial statements, which explains the directors intend to liquidate this company within 12 months of the date of signing these financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is unmodified in this respect.
Other matters
The financial statements of the company for the year ended 31 December 2022 were not audited. Accordingly, we do not express an audit opinion on the comparative figures.
Senior Statutory Auditor:
Michael Warman
Statutory Auditor:
Affinia (Chelmsford)
Date of audit report:
7 May 2026
11
Related party transactions
The company has taken advantage of exemption under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group
12
Parent company
At the reporting date immediate control of the company is held by B3 Insurance Limited (previously NSM UK Holdings Limited), a company registered in England & Wales. Subsequent to the year end the immediate parent undertaking changed to Riser Interco, LLC, a company incorporated in the US with the registered office 555 North Lane, Suite 6060, Conshohocken, Pennsylvania 19428, USA. The ultimate controlling party is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership), a company incorporated in the US.
The financial statements of the company are consolidated in the financial statements of Riser Holdings LP, a company incorporated in the US with the registered office 520 Madison Avenue, New York, NY 10019. This represents the smallest group of undertakings for which consolidated financial statements are prepared. These consolidated accounts are available from its registered office.
At the reporting date the Company's ultimate parent undertaking is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership), a company incorporated in the US with the registered office Corporation Trust Center 1209 Orange St, Wilmington, DE. This represents the largest group of undertakings for which consolidated financial statements are prepared.