REGISTERED NUMBER: 10406869 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

RIZE GROUP HOLDINGS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

4

DIRECTORS:

Mr S H Cheek

Mr A R Hillery

SECRETARY:

Mrs L A Cheek

REGISTERED OFFICE:

55 Loudoun Road

St John's Wood

London

NW8 0DL

REGISTERED NUMBER:

10406869 (England and Wales)

ACCOUNTANTS:

mgr SD Limited

Chartered Accountants

55 Loudoun Road

St John's Wood

London

NW8 0DL

FIXED ASSETS

Investments

4

68,857

68,937

CURRENT ASSETS

Cash at bank

648

6,325

CREDITORS

Amounts falling due within one year

5

(58,962

)

(64,676

)

NET CURRENT LIABILITIES

(58,314

)

(58,351

)

TOTAL ASSETS LESS CURRENT LIABILITIES

10,543

10,586

CAPITAL AND RESERVES

Called up share capital

6

120

120

Retained earnings

10,423

10,466

SHAREHOLDERS' FUNDS

10,543

10,586

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 1 September 2026 and were signed on its behalf by:

Mr S H Cheek - Director

Mr A R Hillery - Director

1.	STATUTORY INFORMATION

Rize Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The directors report net current liabilities of £58,314 (2024: £58,351) due to amounts owed to subsidiary undertakings who will continue to support the company. The directors therefore consider the going concern concept to be applicable to the preparation of the accounts.

Preparation of consolidated financial statements

The financial statements contain information about Rize Group Holdings Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initial 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.

Basic financial liabilities

Basic financial liabilities, including creditors and bank loans, 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.

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.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2025

68,937

Disposals

(80

)

At 31 December 2025

68,857

NET BOOK VALUE

At 31 December 2025

68,857

At 31 December 2024

68,937

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Rize Worldwide Limited

Registered office: United Kingdom

Nature of business: IT and communications consultancy

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

49,934

33,839

Profit for the year

16,095

37,407

During the year, the group invested in a subsidiary in France which is wholly owned by Rize Worldwide Limited.

Rize Europe Limited

Registered office: United Kingdom

Nature of business: IT and communications consultancy

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

42,895

33,511

Profit for the year

9,384

7,642

Rize Recruitment Proprietary Limited

Registered office: South Africa

Nature of business: IT and communications consultancy

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

(12,978

)

(25,858

)

Profit for the year

12,880

4,414

The above figures for Rize Recruitment Proprietary Limited are based on the draft accounts for the year ended 31 December 2025.

3S Africa Ltd

Registered office: Mauritius

Nature of business: IT and communications consultancy

The company disposed of the shareholding in 3S Africa Ltd on 30 June 2025.

Rize Deutschland GmbH

Registered office: Germany

Nature of business: IT and communications consultancy

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

197,754

30,338

Profit for the year

167,416

30,796

The above figures for Rize Deutschland GmbH are based on the draft accounts for the year ended 31 December 2025.

Rize Personalberatung GmbH

Registered office: Germany

Nature of business: IT and communications consultancy

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

68,232

30,748

Profit for the year

37,484

6,580

The above figures for Rize Personalberatung GmbH are based on the draft accounts for the year ended 31 December 2025.

Rize Recruitment GmbH

Registered office: Switzerland

Nature of business: IT and communications consultancy

%

Class of shares:

holding

Ordinary

100.00

31.12.25

31.12.24

£

£

Aggregate capital and reserves

74,626

75,611

(Loss)/profit for the year

(3,131

)

19,248

The above figures for Rize Recruitment GmbH are based on the draft accounts for the year ended 31 December 2025.

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.25

31.12.24

£

£

Amounts owed to subsidiaries

56,322

56,716

Other creditors

2,640

7,960

58,962

64,676

6.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.25

31.12.24

value:

£

£

12,000

Ordinary

£0.01

120

120

7.	RELATED PARTY DISCLOSURES

Rize Worldwide Limited

A wholly owned subsidiary.

During the year, dividends were received from Rize Worldwide Limited totalling £Nil (2024: £33,300).

31.12.25

31.12.24

£

£

Amount due to related party at the balance sheet date

34,384

29,384

Rize Europe Limited

A wholly owned subsidiary.

There were no transactions during the year other than the repayment of funds.

31.12.25

31.12.24

£

£

Amount due to related party at the balance sheet date

21,938

27,332

Rize Deutschland GmbH

A wholly owned subsidiary.

During the year, dividends were received from Rize Deutschland GmbH totalling £34,566 (2024: £47,631).

3S Africa Ltd

A former wholly owned subsidiary.

During the year, dividends were received from 3S Africa Ltd totalling £27,745 (2024: £Nil).

Rize Personalberatung GmbH

A wholly owned subsidiary.

During the year, dividends were received from Rize Personalberatung GmbH totalling £40,408 (2024: £24,855).

8.	ULTIMATE CONTROLLING PARTY

The ultimate controlling party is Mr S H Cheek by virtue of his and his wife's combined shareholding.