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Registered number: 12202502










REVIUM GROUP HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023



 
REVIUM GROUP HOLDINGS LIMITED
 

COMPANY INFORMATION


Director
W J Richmond 




Registered number
12202502



Registered office
Reading Bridge House
George Street

Reading

Berkshire

RG1 8LS




Independent auditors
James Cowper Kreston Audit
Chartered Accountants and Statutory Auditor

Reading Bridge House

George Street

Reading

Berkshire

RG1 8LS





 
REVIUM GROUP HOLDINGS LIMITED
 

CONTENTS



Page
Strategic report
1 - 4
Director's report
5 - 6
Independent auditors' report
7 - 10
Profit and loss account
11
Balance sheet
12
Statement of changes in equity
13
Statement of cash flows
14
Analysis of net debt
15
Notes to the financial statements
16 - 32


 
REVIUM GROUP HOLDINGS LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Business review
 
2023 was about strengthening our foundations, innovating for growth and embracing a new chapter.
It was a transformative year, as we leaned into stability and resilience while navigating an evolving retail landscape. Building on the momentum of prior years, we made bold decisions to align our operations, adapt to market challenges, and position ourselves for sustained growth.
This year, we doubled down on Operational Excellence, prioritising delivering for our clients and protecting existing revenue streams. Recognising the need for a sustainable future, we undertook two major restructures, reducing operating costs by approximately 30% and restructuring loans to strengthen working capital. These changes ensured a lean, agile, and focused business, ready to meet the demands of a dynamic market.
Our leadership was renewed, with a team bringing over 60 years of combined experience in retail, digital, and data. This influx of expertise has enabled us to sharpen our strategic vision while ensuring our day-to-day operations remain aligned with client needs.
2023 marked a turning point in our financial trajectory. From September onwards, we returned to profitability and became cash-generative by Q3, ensuring a strong platform for growth in 2024. With the introduction of a new analysis tool, we’ve given our clients deeper insights into performance, helping to enhance existing relationships and secure five new clients during the year. These successes reflect our commitment to staying ahead of client expectations and driving value in every retail interaction.
Amidst shifting retail trends, such as brands exploring third-party retail and opening new stores, we found exciting opportunities for growth. By aligning ourselves with these trends and continuing to innovate, we are entering 2024 with a renewed sense of purpose and ambition.
Future developments
In 2024, we will take significant steps toward diversifying our revenue streams, reducing reliance on our largest clients, and expanding into new third-party retailers. These initiatives will help us build resilience while broadening our impact across the retail sector.
To support this evolution, we are developing our proprietary data platform. By capturing and analysing sales, consumer, and market performance data, it will empower our clients with actionable insights. This platform not only identifies trends and opportunities but also provides detailed ROI tracking, enabling our clients to optimise performance with precision.
At the heart of our strategy lies a commitment to people. By equipping our teams with cutting-edge tools, specialised training and fostering a collaborative culture, we will ensure every interaction delivers measurable results for our clients.

Page 1

 
REVIUM GROUP HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The company operates under service agreements negotiated with clients, typically spanning periods of 12 to 36 months. These contracts, subject to performance, are a cornerstone of our business model. A key risk remains the potential non-renewal of agreements with significant clients at the end of their terms. To mitigate this, we have focused on deepening client relationships, demonstrating measurable return on investment (ROI), and diversifying our client base to reduce reliance on any single partner.
In 2023, the physical retail sector showed signs of revitalisation, with many brands reopening stores and exploring new formats, including third-party retail and experiential shopping environments. However, challenges persist as consumer behaviour continues to evolve, influenced by the integration of digital and in-store experiences, economic uncertainty, and growing preferences for convenience.
We have proactively adapted to these changes. By leveraging our internally developed data platform we are empowering clients to navigate these shifts and optimise their marketing strategies. Our focus on tailored solutions and enhanced client services positions us to thrive in this dynamic environment.
That said, failing to respond effectively to the ongoing evolution of retail could negatively impact the company’s performance. To mitigate this, we remain committed to staying at the forefront of industry trends, fostering innovation, and delivering value for our clients across all retail channels.

Page 2

 
REVIUM GROUP HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Financial key performance indicators
 
2023 was focussed on delivering financial stability and a pathway to growth.
It was a year of recalibration and recovery, as we focused on rebuilding financial stability and positioning ourselves for long-term success. Despite starting the year cautiously, we made significant progress toward profitability and growth.
 
Revenues: While revenues declined year-on-year due to client contract expirations during 2022, H2 2023 saw a return of client investment, bolstered by the acquisition of five new clients. These new partnerships position us for substantial growth in 2024.
Cost Optimisation: Proactive measures, including two major restructures, reduced operating expenses by approximately 30%, aligning our cost base with market realities.
Profitability: September 2023 marked a key milestone, as we returned to consistent profitability. This turnaround reflects the success of our efforts to balance costs, grow revenue, and enhance operational efficiency.
Cash Generation: Becoming cash-generative in Q3 2023 was a critical achievement, providing the resources needed to fuel future growth.
Outlook: Although FY'23 was loss-making overall, losses were significantly reduced compared to 2022. With profitability re-established and growth initiatives underway, we are poised to deliver healthy profits in 2024.

Our financial progress in 2023 underscores our commitment to sustainable growth and operational excellence, ensuring that Retail Innovation Group continues to deliver value for clients and stakeholders alike.
Employment
The company is committed to attracting, retaining and developing people in whatever role they play in the business; be that client or customer facing, operational, management or strategic; we remain and drive a “people first” culture. The company is an equal opportunities employer and its policies for recruitment, training and career development are all based upon the relevant merits and abilities of the individual employee regardless of background and an individual’s neurodiversity.
Corporate Social Responsibility
A key component of Retail Marketing's mission is to be the pre-eminent shopper agency in the markets in which it operates. The company believes it should be a part of the community in the widest sense and that its success should be measured both by the commercial returns it generates, for itself and the brands it represents, and by the impact it has on the wider community in which it exists.
Everyone involved in the company; employees, directors and shareholders are committed to making a difference to environmental and social issues locally, nationally and internationally, using the Retail Marketing brand to leverage support for and create awareness of issues affecting those with less advantage.
Retail Marketing is committed to informing all stakeholders about how its performing in the area of Corporate Social Responsibility and the company works towards self-imposed targets. The company aims to be clear about its priorities and aspirations, open and balanced about its position and honest about the challenges it faces in meeting its objectives in this area.
 

Page 3

 
REVIUM GROUP HOLDINGS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


This report was approved by the board and signed on its behalf.




W J Richmond
Director

Date: 30 January 2025

Page 4

 
REVIUM GROUP HOLDINGS LIMITED
 

 
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The director presents his report and the financial statements for the year ended 31 December 2023.

Results and dividends

The loss for the year, after taxation, amounted to £310,353 (2022: loss £2,430,514).

No dividends were paid in the year (2022: £Nil). 

Director

The director who served during the year was:

W J Richmond 

Director's responsibilities statement

The director is responsible for preparing the Strategic report, the Director's report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the director is required to:


select suitable accounting policies for the Company's financial statements 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 director is 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 to enable him to ensure that the financial statements comply with the Companies Act 2006He is 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.

Future developments

See strategic report.

Disclosure of information to auditors

The director at the time when this Director's report is approved has confirmed that:
 
so far as he is aware, there is no relevant audit information of which the Company's auditors are unaware, and

he has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

See strategic report.

Page 5

 
REVIUM GROUP HOLDINGS LIMITED
 

 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditors

The auditorsJames Cowper Kreston Auditwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





W J Richmond
Director

Date: 30 January 2025

Page 6

 
REVIUM GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REVIUM GROUP HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Revium Group Holdings Limited (the 'Company') for the year ended 31 December 2023, which comprise the Profit and loss account, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 director's 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 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 director 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 Auditors' report thereon. The director is responsible for the other information contained within the Annual ReportOur 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.


Page 7

 
REVIUM GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REVIUM GROUP HOLDINGS LIMITED (CONTINUED)


Opinion 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 Director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Director's 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Director's 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of director's 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 Director's responsibilities statement set out on page 5, the director is 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 director determines 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 director is responsible for assessing the 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 director either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
REVIUM GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REVIUM GROUP HOLDINGS LIMITED (CONTINUED)


Auditors' 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 Auditors' 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.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement that we designed and performed to detect material misstatements in respect of irregularities, including fraud, were as follows:
 
Enquiry of management and those charged with governance around actual and potential litigation and claims;
Enquiry of management and those charged with governance to identify any material instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work to address the risk of irregularities due to management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for evidence of bias.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 9

 
REVIUM GROUP HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REVIUM GROUP HOLDINGS LIMITED (CONTINUED)


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 2006Our 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 Auditors' 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.





Alan Poole BA (Hons) FCA (Senior Statutory Auditor)
  
for and on behalf of
James Cowper Kreston Audit
 
Chartered Accountants and Statutory Auditor
  
Reading Bridge House
George Street
Reading
Berkshire
RG1 8LS

31 January 2025
Page 10

 
REVIUM GROUP HOLDINGS LIMITED
 

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
                                                                                                                    Note
£
£

  

Turnover
 4 
8,406,461
12,030,022

Cost of sales
  
(6,524,016)
(9,353,305)

Gross profit
  
1,882,445
2,676,717

Administrative expenses
  
(2,298,796)
(3,027,081)

Exceptional administrative expenses
 7 
-
(1,985,534)

Other operating income
 5 
-
3,896

Operating loss
 6 
(416,351)
(2,332,002)

Interest payable and similar expenses
 10 
(149,880)
(98,512)

Loss before tax
  
(566,231)
(2,430,514)

Tax on loss
 11 
255,878
-

Loss for the financial year
  
(310,353)
(2,430,514)

The notes on pages 16 to 32 form part of these financial statements.

Page 11

 
REVIUM GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 12202502

BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
                                                                        Note
£
£

Fixed assets
  

Intangible assets
 13 
-
204,451

Tangible assets
 14 
-
28,305

  
-
232,756

Current assets
  

Debtors: amounts falling due within one year
 16 
1,460,160
2,489,311

Cash at bank and in hand
 17 
141,386
339,088

  
1,601,546
2,828,399

Creditors: amounts falling due within one year
 18 
(2,053,523)
(2,977,025)

Net current liabilities
  
 
 
(451,977)
 
 
(148,626)

Total assets less current liabilities
  
(451,977)
84,130

Creditors: amounts falling due after more than one year
 19 
(1,127,006)
(1,352,760)

Net liabilities
  
(1,578,983)
(1,268,630)


Capital and reserves
  

Called up share capital 
 22 
5,250,201
5,250,201

Merger reserve
 23 
(5,235,126)
(5,235,126)

Profit and loss account
 23 
(1,594,058)
(1,283,705)

Equity attributable to owners of the parent Company
  
(1,578,983)
(1,268,630)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




W J Richmond
Director

Date: 30 January 2025

The notes on pages 16 to 32 form part of these financial statements.

Page 12

 
REVIUM GROUP HOLDINGS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2023 (as previously stated)
5,250,201
(5,235,126)
(1,198,048)
(1,182,973)

Prior year adjustment - correction of error
-
-
(85,657)
(85,657)

At 1 January 2023 (as restated)
5,250,201
(5,235,126)
(1,283,705)
(1,268,630)


Comprehensive income for the year

Loss for the year
-
-
(310,353)
(310,353)


At 31 December 2023
5,250,201
(5,235,126)
(1,594,058)
(1,578,983)



STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£

At 1 January 2022
5,250,201
(5,235,126)
1,146,809
1,161,884


Comprehensive income for the year

Loss for the year
-
-
(2,430,514)
(2,430,514)


At 31 December 2022
5,250,201
(5,235,126)
(1,283,705)
(1,268,630)


The notes on pages 16 to 32 form part of these financial statements.

Page 13

 
REVIUM GROUP HOLDINGS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(310,353)
(2,430,514)

Adjustments for:

Amortisation of intangible assets
34,268
153,682

Depreciation of tangible assets
13,115
31,330

Loss on disposal of tangible assets
186,165
-

Interest paid
149,880
98,512

Decrease in debtors
1,027,637
1,289,877

(Decrease)/increase in creditors
(919,862)
590,582

Corporation tax received/(paid)
1,861
(4,526)

Net cash generated from operating activities

182,711
(271,057)


Cash flows from investing activities

Purchase of intangible fixed assets
-
(5,470)

Purchase of tangible fixed assets
(762)
(15,125)

Net cash from investing activities

(762)
(20,595)

Cash flows from financing activities

Repayment of loans
(229,771)
(384,136)

Interest paid
(149,880)
(98,512)

Net cash used in financing activities
(379,651)
(482,648)

Net (decrease) in cash and cash equivalents
(197,702)
(774,300)

Cash and cash equivalents at beginning of year
339,088
1,113,388

Cash and cash equivalents at the end of year
141,386
339,088


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
141,386
339,088

141,386
339,088


The notes on pages 16 to 32 form part of these financial statements.

Page 14

 
REVIUM GROUP HOLDINGS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

339,088

(197,702)

141,386

Debt due after 1 year

(1,352,760)

225,754

(1,127,006)

Debt due within 1 year

(384,132)

4,017

(380,115)


(1,397,804)
32,069
(1,365,735)

The notes on pages 16 to 32 form part of these financial statements.

Page 15

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Revium Group Holdings Limited is a private limited company which is incorporated in England and Wales. Its registered office is Reading Bridge House, George Street, Reading, Berkshire, RG1 8LS. 
The principal activity of the company is that of a holding company. Its registered office is listed on the general information page of these financial statements.

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 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 following principal accounting policies have been applied:

 
2.2

Going concern

The Group continued to incur significant losses during 2023 as it continued its recovery from the impact of the COVID-19 pandemic on the retail sector. Significant restructuring and refocus of the business took place during 2022 and 2023 placing the group on a much stronger footing with a lower cost base and better adapted to the changing marketplace.
Trading in 2024 has been much improved and the group has generated strong profits through 2024 and is forecasting for this to continue into 2025 and beyond.
The balance sheet at 31 December 2023 was weak as a result of significant losses made in recent years but the profits generated in 2024 have enabled the group to pay down significant amounts of legacy creditors and while the balance sheet remains weak the group is trading profitably, generating cash and paying down its liabilities, and the directors expect this trend to continue for the foreseeable future.
The directors are therefore satisfied that the preparation of the financial statements on a going concern basis is appropriate and that this is not subject to material uncertainty, despite the reported losses and weak balance sheet. 

Page 16

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.4

Revenue

Turnover comprises revenue received or receivable for the provision of services in the ordinary course business, net of VAT and discounts. Revenue is recognised when the service has been delivered, the amount of revenue and related cost can be reliably measured and the collectability of the amounts receivable is reasonably assured.  Any amounts invoiced in advance of the above conditions being met are carried on the balance sheet as deferred income, and released to revenue when the conditions are met.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Government grants

Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 17

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

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 balance sheet date in the countries where the Company operates and generates income.


 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Development expenditure
-
33.3% 

 
2.13

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.

Page 18

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.13
Tangible fixed assets (continued)

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:

Improvements to property
-
20%
Short-term leasehold property
-
20%
Fixtures and fittings
-
15%
Computer equipment
-
33%
Other fixed assets
-
10%

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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

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.

 
2.16

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.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.17

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.

 
2.18

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for
Page 19

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.18
Financial instruments (continued)

impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 20

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group  and the revenue can be reliably measured. The Group recognises revenue as costs are incurred on behalf of their customers. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Taxation
The Group establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience with previous tax submissions. Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.
Impairment of investments
The carrying amount of the Company’s investments are reviewed at each balance sheet date to determine whether there is any indication of impairment. Any impairment loss is recognised when the carrying amount of the investment exceeds the investment value. Impairment losses are recognised in the statement of comprehensive income. 


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Marketing services
8,406,461
12,030,022


All turnover arose within the United Kingdom.


5.


Government grants

2023
2022
£
£

CJRS (furlough) income
-
3,896


Page 21

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
13,115
31,330

Amortisation of intangible assets, including goodwill
34,268
153,682

Exchange differences
(48)
2,974

Defined contribution pension cost
176,028
240,694


7.


Exceptional items

2023
2022
£
£


Write-off of amount receivable from related party (see note 27)
-
1,985,534


8.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements, along with the subsidary audits
29,550
28,670

Fees payable to the Company's auditor for the tax services
4,200
3,400

Page 22

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
5,613,756
8,040,695

Social security costs
547,284
840,178

Cost of defined contribution scheme
181,488
243,456

6,342,528
9,124,329


The average monthly number of employees, including the director, during the year was as follows:


        2023
        2022
            No.
            No.







Employees
207
316

During the year, £168,406 was paid to the key management personnel (2022: £191,215).


10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
149,880
98,512


11.


Taxation


2023
2022
£
£

Corporation tax


Adjustments in respect of previous periods
(255,878)
-

Total current tax
(255,878)
-
Page 23

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - the same as) the standard rate of corporation tax in the UK of 25% (2022:  19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(566,231)
(2,430,514)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022: 19%)
(141,558)
(461,798)

Effects of:


Adjustments to tax charge in respect of prior periods
(255,878)
-

Deferred tax not recognised
141,558
461,798

Total tax charge for the year
(255,878)
-


12.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements. The profit after tax of the parent Company for the year was £Nil (2022: loss £5,250,201).

Page 24

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets




Development expenditure

£





At 1 January 2023
1,839,861


Disposals
(1,839,861)



At 31 December 2023

-





At 1 January 2023
1,635,410


Charge for the year 
34,268


On disposals
(1,669,678)



At 31 December 2023

-



Net book value



At 31 December 2023
-



At 31 December 2022
204,451



Page 25

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£





At 1 January 2023
12,876
186,077
198,953


Additions
99
663
762


Disposals
(12,975)
(186,740)
(199,715)



At 31 December 2023

-
-
-





At 1 January 2023
9,746
160,902
170,648


Charge for the year
874
12,241
13,115


Disposals
(10,620)
(173,143)
(183,763)



At 31 December 2023

-
-
-



Net book value



At 31 December 2023
-
-
-



At 31 December 2022
3,130
25,175
28,305

Page 26

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Fixed asset investments

Page 27

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Debtors

Group

Group
As restated
2023
2022
£
£


Trade debtors
1,109,665
1,986,398

Other debtors
10,502
103,732

Prepayments and accrued income
339,993
397,667

Tax recoverable
-
1,514

1,460,160
2,489,311



17.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
141,386
339,088



18.


Creditors: Amounts falling due within one year

Group

Group
As restated
2023
2022
£
£

Bank loans
380,115
384,132

Trade creditors
222,247
79,133

Corporation tax
6,478
4,617

Other taxation and social security
1,303,889
1,981,581

Other creditors
-
72,763

Accruals and deferred income
140,794
454,799

2,053,523
2,977,025



See note 20 for information on the securities of the bank loans.

Page 28

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Bank loans
1,127,006
1,352,760



See note 20 for information on the securities of the bank loans.


20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Bank loans
380,115
384,132


380,115
384,132



Bank loans
1,127,006
1,257,554


1,127,006
1,257,554


Bank loans
-
95,206

-
95,206

1,507,121
1,736,892


The CBILS loan has a fixed and floating charge over all present and future assets of the company. The loan is interest bearing, from September 2021, and repayable over the agreed term.
The recovery loan has a £250,000 guarantee from the director together with a fixed and floating charge over all present assets of the company. The loan in interest bearing and repayable over the agreed term.

Page 29

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Financial instruments

Group

Group
As restated
2023
2022
£
£

Financial assets

Cash and cash equivalents
141,386
339,088

Financial assets that are debt instruments measured at amortised cost
1,120,167
2,090,130

1,261,553
2,429,218


Financial liabilities

Financial liabilities measured at amortised cost through profit or loss
1,729,368
2,193,786


Financial assets measured at fair value through profit or loss comprise cash and cash equivilants.


Financial assets that are debt instruments measured at amortised cost comprise trade and other
debtors.


Financial liabilities measured at amortised cost through profit and loss comprise overdraft, loans, finance leases and trade and other payables. 

Page 30

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



5,250,201 (2022: 5,250,201) Ordinary A shares of £1.00 each
5,250,201
5,250,201



23.


Reserves

Merger Reserve

The merger reserve arises on consolidation and equates to the difference between the nominal value of shares issued in consideration of Revium Group Limited and the book value of the assets and liabilities acquired at that point. 

Profit and loss account

The profit and loss account represents the cumulative profit available for distribution to shareholders.


24.


Prior year adjustment

A prior year adjustment has been recognised in respect of revenue for Retail Storey Limited, which had been incorrectly recognised in this entity in the year ended 31 December 2022. The impact of this adjustment is to decrease revenue and to increase creditors by £85,657 in the year ended 31 December 2022.


25.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £176,028 (2022: £243,456).  Contributions totalling £31,449 (2022: £35,271) were payable to the fund at the balance sheet date and are included in creditors.


26.


Commitments under operating leases

At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Not later than 1 year
158,627
247,157

Later than 1 year and not later than 5 years
6,605
157,025

165,232
404,182
Page 31

 
REVIUM GROUP HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Related party transactions

The company has taken advantage of the exemption in FRS 102 section 33.1A from the requirement to disclose transactions with 100% owned group companies. 
At 31 December 2023 the Group was owed £Nil (2022: £2,185,584) by Situ Live Limited, a company of which W J Richmond was a director and controlling shareholder. Situ Live Limited was placed into administration during 2023 and so the amount which remained outstanding at that time (£1,985,584) was provided against in the 2022 P&L account.


28.


Controlling party

The ultimate controlling party of the company is W J Richmond, by virtue of his shareholding. 

Page 32