Right Group Holdings Limited Group accounts (Group and Company)

RIGHT GROUP HOLDINGS LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 09576261

Right Group Holdings Limited

Financial Statements

31 December 2022

Right Group Holdings Limited

Financial Statements

Year ended 31 December 2022

Contents	Page

Strategic report	1

Directors' report	6

Independent auditor's report to the members	8

Consolidated statement of comprehensive income	12

Consolidated statement of financial position	13

Company statement of financial position	14

Consolidated statement of changes in equity	15

Company statement of changes in equity	16

Consolidated statement of cash flows	17

Notes to the financial statements	18

Right Group Holdings Limited

Strategic Report

Year ended 31 December 2022

The Directors present their Strategic report and financial statements for the year ended 31 December 2022. Review of the business Right Group Holdings (RGH) has been helping customers manage and optimise their business document, IT, and communication processes for over 30 years. The Group's principal activities continue to be the provision of manufacturer independent, best-of-breed products along with nationwide Managed Technology Services including Managed Print, Managed IT, Workplace communications and Data. Our core objective is to grow sales, contracted service revenues and profits whilst retaining our industry leading customer renewal levels by having the right people with the right skillset to engage, manage and support our customers ensuring we are viewed as a value-added partner who consistently delivers service excellence. We seek to minimise both our and our customers' environmental impact and to invest in new services, expansion and in staff development and training to ensure we differentiate ourselves from our competition. We completed a Management Buy Out (MBO) on 1 November 2022 together with an Enterprise Management Initiative (EMI) share option scheme for mid and senior management which now sees the Company majority owned by its management team allowing those that significantly contribute to driving the business forward to share in its future growth and long-term value. In addition, we have strengthened our Board with the addition of Colin Rutherford as a non-executive director. Colin is an experienced Chairman and CEO of both public and private companies and who was previously Chairman of RGH between 2008 and 2011, during a period of significant growth. The Group continues to be financially strong, and we are pleased to report an increased turnover of £17.89m for the year to 31 December 2022, along with a significant uplift in Earnings before interest, tax, depreciation, and amortisation (EBITDA) to £2.62m which is more than acceptable given the continued challenging UK economy and global technology supply chain issues which have hampered the wider Managed Technology market.

Key performance indicators Key Performance Indicators are used to monitor performance of all aspects of the business. The directors consider Turnover, EBITDA and Gross Margin percentage as the key measures of the organisation's performance: 2022 2021 Change £'000 £'000 % Turnover 17,890 17,347 +3.1 EBITDA 2,616 2,177 +20.2 Gross Margin percentage 53.5% 52.4% +1.1

Principal risks and uncertainties The Group is subject to various risks and uncertainties during the ordinary course of its business many of which result from factors outside of its control. The Group's risk management framework provides reasonable (but cannot provide absolute) assurance that significant risks are identified and addressed. An active risk management process identifies, assesses, mitigates and reports on strategic, financial, operational and compliance risk. The principal themes of risk for the Group are: - Strategic: changes in economic and market conditions such as contract pricing and competition. - Financial: significant failures in internal systems of control and lack of corporate stability. - Operational: including recruitment and retention of staff, maintenance of reputation and strong supplier and customer relationships, operational IT risk, and failures in information security controls. - Compliance: non-compliance with laws and regulations. The Group must comply with an extensive range of requirements that govern its business. To mitigate the effect of these risks and uncertainties, the Group adopts a number of systems and procedures, including: - Regularly reviewing trading conditions to be able to respond quickly to changes in market conditions. - Applying procedures and controls to manage compliance, financial and operational risks, including adhering to an internal control framework.

Conflict in Ukraine The directors have considered the impact of the events in Ukraine with particular reference to how this may disrupt their business model, strategy and operations. It is noted that the Group has no dealings with either Ukraine or any nation or individual currently experiencing sanctions as a result of the events in Ukraine. The directors have liaised with suppliers and customers and similarly they have no dealings that will impact the Group's supply chain, recoverability of debt and credit. It is clear that there is a worldwide impact on the cost of particular goods, to include fuel, which in turn has increased the base costs of consumables in the business. The directors have calculated the effect and believe that this will not significantly impact the ability to trade or going concern.

Future Plans The Group believes it is well positioned to supply and support existing and new customers with a growing portfolio of digital technologies enabling them to effectively outsource the management and provision of these non-core activities to us as a trusted partner delivering best of breed solutions across Managed Print, Managed IT, Workplace communications and Data. The ongoing significant investment into our professional services division continued in year and this fast-growing part of our business has resulted in several new nationwide Managed Technology customer wins. During the year, the Group has continued to develop tailored servicing arrangements to enhance customer productivity, lowering both cost base and environmental impact. These evolving services will help ensure we maintain and grow our key customer long-term relationships and are well positioned to capture future growth opportunities within them as well as winning new customers.

Environmental, social and governance (ESG) We are committed to conducting our business operations responsibly and sustainably. We recognise the importance of Environmental, Social, and Governance factors (detailed below) in achieving long-term value for our stakeholders, and we strive to integrate these principles into our decision-making processes and practices. 1. Environmental Responsibility: We are dedicated to minimising our environmental impact and promoting sustainability. We aim to reduce our carbon footprint by implementing energy-efficient measures, optimising resource usage, and investing in renewable energy sources. Additionally, we actively manage our waste generation, promote recycling initiatives, and seek to minimise pollution in our operations. We have maintained and invested in achieving the ISO 14001 standard and has set objectives to manage and reduce our carbon footprint; - Vehicles - All company vehicles are hybrid or fully electric. - Fuel - In 2022 our service team invested in advanced scheduling tools and pre-emptive fault diagnosis to significantly improve the routing of engineers which resulted in a reduction in net fuel consumption of 23%. - Through upgrades to heating and lighting systems and awareness with employees, we have achieved a year-on-year reduction in CO2 of 28% at our main Birmingham logistics and service centre. - Product packaging - working with key suppliers the team has reduced non-recyclable waste by 32% with a target in 2023 for a further reduction of 24%. - We have already provided for the carbon offsetting of over 5 million sheets of paper for internal use and several customers. - We continue to choose suppliers who commit to net neutral manufacturing by 2030. - With our commitment to offering sustainable and economically feasible solutions for IT product utilisation in the workplace, bolstered by three decades of technical expertise and extensive financial knowledge, we deliver cutting-edge technology to all our customers through our asset refresh model. A key aspect of our model is ensuring that discarded devices undergo thorough data erasure and are repurposed instead of being needlessly destroyed, thereby mitigating the substantial environmental harm associated with such practices. 2. Social Impact: Social Engagement: We prioritize the well-being and development of our employees, customers, and the communities in which we operate. We maintain a safe and inclusive working environment, fostering diversity, equal opportunities, and respect for human rights. We are committed to supporting local communities through initiatives that enhance education, healthcare, and social welfare. - We are accredited to the Real Living Wage as a minimum and support all our divisional teams with benefits such as the Employee Assistance Program, mental health awareness, and 360 feedback sessions. - We also continue to invest in our employees' further education and training along with the national apprenticeship scheme, covering finance, project management and technical, focusing on Azure infrastructure training. - During 2022 we further developed our Diversity and Inclusion policy to ensure we are aligned with the needs and expectations of all our team members. - Encouraging employees to work together on events raising funds for both national and local charities. - During 2022 we introduction of a new operational board to ensure all teams were represented at a leadership level and consistency in communication across the teams. 3. Good Governance: We uphold the highest standards of corporate governance, transparency, and ethical behaviour. Our board of directors provides effective oversight and guidance to ensure accountability, integrity, and responsible decision-making. We promote a culture of integrity, fairness, and respect, both within our organisation and in our interactions with suppliers, partners, and stakeholders. We provide internal and external resource to ensure our polices and working practices are in line with best practice. All teams feed into monthly KPI's set, reviewed by the management team and our external stakeholders, including LRQA (Lloyds Register) who monitor all our ISO standards. Quarterly customer reviews utilising Right Insight a powerful business tool providing granular information on service and performance KPI's as well as product and services utilisation. 4. Stakeholder Engagement: We value our relationships with our stakeholders, including shareholders, customers, suppliers, and regulatory bodies. We engage in transparent and open communication, actively seeking feedback and incorporating it into our decision-making processes. We strive to maintain strong governance practices, ensuring accountability, ethical conduct, and compliance with relevant laws and regulations. We have introduced a continuous feedback process for service, measuring the Net Promoter Score (NPS) of all aspects of delivery and preventive maintenance, and continue to present industry-leading scores. During 2022 we increased the number of shareholders and share option holders to a total of 11 and plan to develop and broaden this further in coming years. We view our suppliers as key partners in the end-to-end provision of product and services, our management teams meeting monthly and board members quarterly to ensure all parties continue to provide exceptional service and are aligned strategically with the ethos of the Group. 5. Reporting and Disclosure: We are committed to transparently reporting our ESG performance and progress. We regularly monitor and measure our ESG initiatives, setting clear targets and striving for continuous improvement, fully documenting our goals through ISO standards 9001/ 14001 and 27001. We are supporters of the Better Business Act in bringing section 172 Companies Act 2006 to all UK businesses and we will continue to develop our reporting alongside nationally recognised frameworks and guidelines, to ensure the accuracy, reliability, and comparability of our disclosures. By embracing these ESG principles, we aim to create long-term value for our shareholders, employees, customers, and society at large. Our commitment to sustainability and responsible business practices is an integral part of our strategy, and we continuously seek to evolve and innovate to meet the challenges and opportunities of a changing world.

Employees We are committed to achieving the real living wage as a minimum and support all our divisional teams with benefits such as, the Employee Assistance Program, mental health awareness and 360 feedback sessions. We also continue to invest in our employees' further education and training along with the national apprenticeship scheme.

This report was approved by the board of directors on 30 June 2023 and signed on behalf of the board by:

I H Jones

Director

Registered office:

C/O Brodies LLP

90 Bartholomew Close

London

United Kingdom

EC1A 7BN

Right Group Holdings Limited

Directors' Report

Year ended 31 December 2022

The directors present their report and the financial statements of the group for the year ended 31 December 2022 .

Directors

The directors who served the company during the year were as follows:

P M Gillett
N D Jones
I H Jones	(Appointed 1 November 2022)
V Peters	(Appointed 1 November 2022)
C Rutherford	(Appointed 1 November 2022)

Dividends

Particulars of recommended dividends are detailed in note 12 to the financial statements.

Directors' responsibilities statement

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 the company and 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 then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - 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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 30 June 2023 and signed on behalf of the board by:

I H Jones

Director

Registered office:

C/O Brodies LLP

90 Bartholomew Close

London

United Kingdom

EC1A 7BN

Right Group Holdings Limited

Independent Auditor's Report to the Members of Right Group Holdings Limited

Year ended 31 December 2022

Opinion

We have audited the financial statements of Right Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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 of the parent company's affairs as at 31 December 2022 and of the group's profit for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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's 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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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 other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the 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 the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which 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 directors' responsibilities statement, 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. 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 identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have considered; the nature of the industry, control environment and business performance with particular reference to the Company's remuneration policies, key drivers for directors' remuneration, bonus levels and performance targets. We also consider the results of our enquiries of management, relating to their own identification and assessment of the risks of irregularities and possible related fraud. This includes reviewing available documentation on their policies and procedures and performing tests of controls to evidence their effectiveness. Throughout the audit testing we are considering the incentives that may exist within the organisation for fraud. Key areas include timing of recognising income around the year end, posting of unusual journals and manipulating the Company's performance measures to meet remuneration targets and bank covenants. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We ensure we have an understanding of the relevant laws and regulations and remain alert to possible non-compliance throughout the audit. Despite proper planning and audit work in accordance with auditing standards there are inherent limitations and unavoidable risk that we may not detect some irregularities and material misstatements in the financial statements. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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.

Colin Reid

(Senior Statutory Auditor)

For and on behalf of

Burgess Hodgson LLP

Chartered accountants & statutory auditor

Camburgh House

27 New Dover Road

Canterbury

Kent

CT1 3DN

30 June 2023

Right Group Holdings Limited

Consolidated Statement of Comprehensive Income

Year ended 31 December 2022

		2022	2021
Note		£	£
Turnover	4	17,889,698	17,347,131

Cost of sales	( 8,321,783)	( 8,254,707)
	-------------	-------------
Gross profit	9,567,915	9,092,424

Administrative expenses		( 7,055,361)	( 7,355,002)
Other operating income	5	–	380,058
		------------	------------
Operating profit	6	2,512,554	2,117,480

Other interest receivable and similar income	10	59,491	8,739
		------------	------------
Profit before taxation		2,572,045	2,126,219

Tax on profit	11	( 459,845)	( 406,376)
		------------	------------
Profit for the financial year and total comprehensive income		2,112,200	1,719,843
		------------	------------

All the activities of the group are from continuing operations.

Right Group Holdings Limited

Consolidated Statement of Financial Position

31 December 2022

	2022	2021
Note	£	£

Fixed assets

Tangible assets	13		127,901	159,649

Current assets

Stocks	15	1,970,642	1,976,099
Debtors	16	2,839,571	2,002,625
Cash at bank and in hand		2,453,636	11,060,198
		------------	-------------
		7,263,849	15,038,922

Creditors: amounts falling due within one year	17	5,072,838		3,491,859
		------------		-------------
Net current assets			2,191,011	11,547,063
			------------	-------------
Total assets less current liabilities			2,318,912	11,706,712
			------------	-------------
Net assets			2,318,912	11,706,712
			------------	-------------

Capital and reserves

Called up share capital	22	1	1
Share premium account	23	561,456	561,456
Capital redemption reserve	23	49	49
Other reserves, including the fair value reserve	23	–	3
Profit and loss account	23	1,757,406	11,145,203
		------------	-------------
Shareholders funds		2,318,912	11,706,712
		------------	-------------

These financial statements were approved by the board of directors and authorised for issue on 30 June 2023 , and are signed on behalf of the board by:

I H Jones

Director

Company registration number: 09576261

Right Group Holdings Limited

Company Statement of Financial Position

31 December 2022

	2022	2021
Note	£	£

Fixed assets

Investments	14		6,904,307	6,904,307

Current assets

Debtors	16	599,140	526,258
Cash at bank and in hand		54,674	163,186
		---------	---------
		653,814	689,444

Creditors: amounts falling due within one year	17	3,663		43,200
		---------		---------
Net current assets			650,151	646,244
			------------	------------
Total assets less current liabilities			7,554,458	7,550,551
			------------	------------
Net assets			7,554,458	7,550,551
			------------	------------

Capital and reserves

Called up share capital	22	1	1
Share premium account	23	561,456	561,456
Capital redemption reserve	23	49	49
Other reserves, including the fair value reserve	23	–	3
Profit and loss account	23	6,992,952	6,989,042
		------------	------------
Shareholders funds		7,554,458	7,550,551
		------------	------------

The profit for the financial year of the parent company was £ 11,503,907 (2021: £ 20,115 loss).

These financial statements were approved by the board of directors and authorised for issue on 30 June 2023 , and are signed on behalf of the board by:

I H Jones

Director

Company registration number: 09576261

Right Group Holdings Limited

Consolidated Statement of Changes in Equity

Year ended 31 December 2022

		Called up share capital	Share premium account	Capital redemption reserve	Other reserves, including the fair value reserve	Profit and loss account	Total
		£	£	£	£	£	£
At 1 January 2021		1	561,450	49	5	9,425,357	9,986,862

Profit for the year						1,719,843	1,719,843
		----	---------	----	----	------------	------------
Total comprehensive income for the year		–	–	–	–	1,719,843	1,719,843

Issue of options, rights and warrants		–	–	–	1	–	1
Exercise of options, rights and warrants		–	6	–	( 3)	3	6
		----	---------	----	----	------------	------------
Total investments by and distributions to owners		–	6	–	( 2)	3	7

At 31 December 2021		1	561,456	49	3	11,145,203	11,706,712

Profit for the year						2,112,200	2,112,200
		----	---------	----	----	-------------	-------------
Total comprehensive income for the year		–	–	–	–	2,112,200	2,112,200

Dividends paid and payable	12	–	–	–	–	( 11,500,000)	( 11,500,000)
Expired options, rights and warrants		–	–	–	( 3)	3	–
		----	----	----	----	-------------	-------------
Total investments by and distributions to owners		–	–	–	( 3)	( 11,499,997)	( 11,500,000)

		----	---------	----	----	-------------	-------------
At 31 December 2022		1	561,456	49	–	1,757,406	2,318,912
		----	---------	----	----	-------------	-------------

Right Group Holdings Limited

Company Statement of Changes in Equity

Year ended 31 December 2022

		Called up share capital	Share premium account	Capital redemption reserve	Other reserves, including the fair value reserve	Profit and loss account	Total
		£	£	£	£	£	£
At 1 January 2021		1	561,450	49	5	7,009,154	7,570,659

Loss for the year						( 20,115)	( 20,115)
		----	---------	----	----	------------	------------
Total comprehensive income for the year		–	–	–	–	( 20,115)	( 20,115)

Issue of options, rights and warrants		–	–	–	1	–	1
Exercise of options, rights and warrants		–	6	–	( 3)	3	6
		----	---------	----	----	------------	------------
Total investments by and distributions to owners		–	6	–	( 2)	3	7

At 31 December 2021		1	561,456	49	3	6,989,042	7,550,551

Profit for the year						11,503,907	11,503,907
		----	---------	----	----	-------------	-------------
Total comprehensive income for the year		–	–	–	–	11,503,907	11,503,907

Dividends paid and payable	12	–	–	–	–	( 11,500,000)	( 11,500,000)
Expired options, rights and warrants		–	–	–	( 3)	3	–
		----	----	----	----	-------------	-------------
Total investments by and distributions to owners		–	–	–	( 3)	( 11,499,997)	( 11,500,000)

		----	---------	----	----	-------------	-------------
At 31 December 2022		1	561,456	49	–	6,992,952	7,554,458
		----	---------	----	----	-------------	-------------

Right Group Holdings Limited

Consolidated Statement of Cash Flows

Year ended 31 December 2022

	2022	2021
	£	£

Cash flows from operating activities

Profit for the financial year	2,112,200	1,719,843

Adjustments for:
Depreciation of tangible assets	44,399	50,501
Government grant income	–	( 380,058)
Other interest receivable and similar income	( 59,491)	( 8,739)
Equity-settled share-based payments	–	1
Tax on profit/(loss)	459,845	406,376
Accrued expenses	1,235,746	235,198

Changes in:
Stocks	5,457	725,940
Trade and other debtors	( 890,862)	1,293,873
Trade and other creditors	580,470	( 194,579)
	------------	------------
Cash generated from operations	3,487,764	3,848,356

Interest received	59,491	8,739
Tax paid	( 619,001)	( 72,640)
	------------	------------
Net cash from operating activities	2,928,254	3,784,455
	------------	------------

Cash flows from investing activities

Purchase of tangible assets	( 12,651)	( 43,692)
	------------	------------
Net cash used in investing activities	( 12,651)	( 43,692)
	------------	------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	–	6
Proceeds from loans from group undertakings	( 22,165)	–
Government grant income	–	380,058
Dividends paid	( 11,500,000)	–
	-------------	------------
Net cash (used in)/from financing activities	( 11,522,165)	380,064
	-------------	------------

Net (decrease)/increase in cash and cash equivalents	( 8,606,562)	4,120,827
Cash and cash equivalents at beginning of year	11,060,198	6,939,371
	-------------	-------------
Cash and cash equivalents at end of year	2,453,636	11,060,198
	-------------	-------------

Right Group Holdings Limited

Notes to the Financial Statements

Year ended 31 December 2022

(continued)

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is C/O Brodies LLP, 90 Bartholomew Close, London, United Kingdom, EC1A 7BN.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Right Group Holdings Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: In determining the amount of revenue to record, and related balance sheet items (such as trade receivables, accrued income and deferred income) to recognise in the period, management is required to form a number of judgements and assumptions. These judgements are inherently subjective and may cover future events. In addition , for certain contracts, key assumptions are made concerning contract extensions and amendments. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: In determining the value of stock in field, some estimates are required to be included in calculations. Such stock is valued in the accounts using the average purchase price for the year. Quantity of stock on shelves is calculated by reviewing records held on customer stock levels and applying an average across all devices. Quantity of stock in machines is determined using remote access software by taking readings on the actual levels directly from the equipment, and using the average of these readings for equipment which is not connected to the software.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Long leasehold property	-	Over the period of the lease
Short leasehold property	-	Over the period of the lease
Fixtures and fittings	-	33% straight line
Equipment	-	20% - 33% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Government grants

Government grants are recognised using the accrual model. Under the accrual model, government grants relating to revenue are recognised on a systematic basis over the periods in which the company recognises the related costs for which the grant is intended to compensate. Grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs are recognised in income in the period in which it becomes receivable.

Financial instruments

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Defined contribution pension plans

Contributions to defined pension contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

Share-based payments

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates. Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.

4. Turnover

Turnover arises from:

	2022	2021
	£	£
Rendering of services	17,889,698	17,347,131
	-------------	-------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Other operating income

	2022	2021
	£	£
Government grant income	–	380,058
	----	---------

6. Operating profit

Operating profit or loss is stated after charging/crediting:

	2022	2021
	£	£
Depreciation of tangible assets	44,399	50,501
Impairment of trade debtors	3,201	(73,723)
Equity-settled share-based payments expense	–	1
	--------	--------

7. Auditor's remuneration

	2022	2021
	£	£
Fees payable for the audit of the financial statements	15,615	14,300
	--------	--------

Fees payable to the company's auditor and its associates for other services:

Audit-related assurance services	–	1,500
Other non-audit services	9,035	6,300
	--------	--------
	9,035	7,800
	--------	--------

8. Staff costs

The average number of persons employed by the group during the year, including the directors, amounted to:

	2022	2021
	No.	No.
Administrative staff	13	12
Sales staff	25	30
Operations staff	60	68
	----	----
	98	110
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

	2022	2021
	£	£
Wages and salaries	4,785,141	5,187,862
Social security costs	518,923	491,807
Other pension costs	105,018	118,353
	------------	------------
	5,409,082	5,798,022
	------------	------------

9. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	2022	2021
	£	£
Remuneration	41,145	–
Company contributions to defined contribution pension plans	1,958	–
Sums paid to third parties in respect of directors' services	83,333	130,000
	---------	---------
	126,436	130,000
	---------	---------

The number of directors who accrued benefits under company pension plans was as follows:

	2022	2021
	No.	No.
Defined contribution plans	2	2
	----	----

10. Other interest receivable and similar income

	2022	2021
	£	£
Interest on loans and receivables	59,491	8,739
	--------	-------

11. Tax on profit/(loss)

Major components of tax expense/(income)

	2022	2021
	£	£

Current tax:

UK current tax expense/(income)	438,445	377,619
Adjustments in respect of prior periods	2,919	1,791
Payments for tax losses utilised by group relief	33,981	–
	---------	---------
Total current tax	475,345	379,410
	---------	---------

Deferred tax:

Origination and reversal of timing differences	( 48,163)	26,966
Impact of change in tax rate	32,663	–
	--------	--------
Total deferred tax	( 15,500)	26,966
	---------	---------
Tax on profit/(loss)	459,845	406,376
	---------	---------

Reconciliation of tax expense

The tax assessed on the profit on ordinary activities for the year is lower than (2021: higher than) the standard rate of corporation tax in the UK of 19 % (2021: 19 %).

	2022	2021
	£	£
Profit on ordinary activities before taxation	2,572,045	2,126,219
	------------	------------
Profit on ordinary activities by rate of tax	488,689	403,982
Adjustment to tax charge in respect of prior periods	2,919	1,791
Effect of expenses not deductible for tax purposes	1,626	1,995
Effect of capital allowances and depreciation	( 33,386)	( 1,392)
Rounding on tax charge	( 3)	–
	------------	------------
Tax on profit/(loss)	459,845	406,376
	------------	------------

12. Dividends

	2022	2021
	£	£
Dividends paid during the year (excluding those for which a liability existed at the end of the prior year )	11,500,000	–
	-------------	----

13. Tangible assets

Group	Long leasehold property	Short leasehold property	Fixtures and fittings	Equipment	Total
	£	£	£	£	£
Cost
At 1 January 2022	8,808	–	533	218,535	227,876
Additions	–	–	–	12,651	12,651
Transfers	( 8,808)	8,808	–	–	–
	-------	-------	----	---------	---------
At 31 December 2022	–	8,808	533	231,186	240,527
	-------	-------	----	---------	---------
Depreciation
At 1 January 2022	8,808	–	533	58,886	68,227
Charge for the year	–	–	–	44,399	44,399
Transfers	( 8,808)	8,808	–	–	–
	-------	-------	----	---------	---------
At 31 December 2022	–	8,808	533	103,285	112,626
	-------	-------	----	---------	---------
Carrying amount
At 31 December 2022	–	–	–	127,901	127,901
	-------	-------	----	---------	---------
At 31 December 2021	–	–	–	159,649	159,649
	-------	-------	----	---------	---------

The company has no tangible assets.

14. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 January 2022 and 31 December 2022	6,904,307
	------------
Impairment
At 1 January 2022 and 31 December 2022	–
	------------

Carrying amount
At 1 January 2022 and 31 December 2022	6,904,307
	------------
At 31 December 2021	6,904,307
	------------

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Right Digital Solutions Limited	Ordinary	100
Right Communications Limited	Ordinary	100

The registered office address for all of the above companies is C/O Brodies LLP, 90 Bartholomew Close, London, United Kingdom, EC1A 7BN. The results of all of the above companies are included the the consolidated results of the group.

15. Stocks

	Group		Company
	2022	2021	2022	2021
	£	£	£	£
Raw materials and consumables	1,970,642	1,976,099	–	–
	------------	------------	----	----

16. Debtors

	Group		Company
	2022	2021	2022	2021
	£	£	£	£
Trade debtors	2,201,782	1,434,510	–	–
Amounts owed by group undertakings	–	–	599,000	500,000
Deferred tax asset	136,095	120,595	–	–
Prepayments and accrued income	343,643	409,856	–	20,000
Corporation tax repayable	–	–	48	4,567
Other debtors	158,051	37,664	92	1,691
	------------	------------	---------	---------
	2,839,571	2,002,625	599,140	526,258
	------------	------------	---------	---------

Included within the deferred tax asset balance in debtors is an amount of £14,269 (2021: £14,947) which is reversible after one year.

17. Creditors: amounts falling due within one year

	Group		Company
	2022	2021	2022	2021
	£	£	£	£
Trade creditors	1,179,558	754,094	63	–
Amounts owed to group undertakings	11,816	–	–	–
Accruals and deferred income	3,132,282	1,539,289	3,600	43,100
Corporation tax	199,982	377,619	–	–
Social security and other taxes	476,440	783,529	–	–
Other creditors	72,760	37,328	–	100
	------------	------------	-------	--------
	5,072,838	3,491,859	3,663	43,200
	------------	------------	-------	--------

18. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	2022	2021	2022	2021
	£	£	£	£
Included in debtors (note 16)	136,095	120,595	–	–
	---------	---------	----	----

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	2022	2021	2022	2021
	£	£	£	£
Accelerated capital allowances	136,095	120,595	–	–
	---------	---------	----	----

19. Employee benefits

Defined contribution pension plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 105,018 (2021: £ 118,353 ) .

The amount recognised by the company in profit or loss as an expense in relation to defined contribution pension plans was £Nil (2021: £Nil).

20. Share-based payments

All shared based payments were share options granted and were equity-settled payments. During the year nil (2021: 62) share options were granted which were subject to performance conditions. All 315 share options outstanding at the beginning of the year were surrendered during the year.

Details of the number and weighted average exercise prices (WAEP) of share options during the year are as follows:

Group and company	2022		2021
	No.	WAEP	No.	WAEP
Outstanding at 1 January 2022	315	3.15	527	5.27
Granted during the year	–	–	62	0.62
Exercised during the year	–	–	( 274)	2.74
Expired during the year	( 315)	3.15	–	–
	----	-----	----	-----
Outstanding at 31 December 2022	–	–	315	3.15
	----	-----	----	-----

Exercisable at 31 December 2022	–	–	315	3.15
	----	-----	----	-----

The total expense recognised in profit or loss for the year is as follows:

	Group		Company
	2022	2021	2022	2021
	£	£	£	£
Equity-settled share-based payments	–	1	–	1
	----	----	----	----

The share options were valued at the grant date using the Black-Scholes model, as there was no observable market price available and no relevant entity-specific observable market data available at that time.

21. Government grants

The amounts recognised in the financial statements for government grants are as follows:

Group		Company
2022	2021	2022	2021
£	£	£	£

Recognised in other operating income:

Government grants recognised directly in income	–	380,058	–	–
	----	---------	----	----

22. Called up share capital

Issued, called up and fully paid

	2022		2021
	No.	£	No.	£
B Ordinary shares of £ 0.0001 each	4,800	0.48	4,800	0.48
D Ordinary shares of £ 0.0001 each	1,029	0.10	1,029	0.10
E Ordinary shares of £ 0.0001 each	343	0.03	343	0.03
F Ordinary shares of £0.0001 each	274	0.03	274	0.03
	-------	-----	-------	-----
	6,446	0.64	6,446	0.64
	-------	-----	-------	-----

23. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares issued, less transaction costs. Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company. Profit and loss account - This reserve records retained earnings and accumulated losses. Other reserves, including the fair value reserve: - Share option reserve - This reserve records the value received in relation to the issue of share options.

24. Analysis of changes in net debt

	At 1 Jan 2022	Cash flows	At 31 Dec 2022
	£	£	£
Cash at bank and in hand	11,060,198	(8,606,562)	2,453,636
	-------------	------------	------------

Right Group Holdings Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2022

25. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	Group		Company
	2022	2021	2022	2021
	£	£	£	£
Not later than 1 year	–	109,250	–	–
	----	---------	----	----

26. Controlling party

The company's immediate parent and ultimate controlling party is Right Topco Limited a company registered in England and Wales. The registered office address is C/O Brodies LLP, 90 Bartholomew Close, London, United Kingdom, EC1A 7BN. This is the parent of the largest group which draws up consolidated financial statements. Right Group Holdings Limited is the parent of the smallest group which draws up consolidated financial statements.