Company registration number 05933339 (England and Wales)
RIF GROUP HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
RIF GROUP HOLDINGS LTD
COMPANY INFORMATION
Directors
Mr S J Fox
Mr M J Gilbert
Mr S A Sully
Mrs E Benson
Mr D J Bacon
Mr W Gibson
Secretary
Mr S A Sully
Company number
05933339
Registered office
2 Lake End Court
Taplow Road
Taplow
Maidenhead
Berkshire
SL6 0JQ
Auditor
Stiles Accountants Limited, Statutory Auditor
2 Lake End Court
Taplow Road
Taplow
Maidenhead
Berkshire
SL6 0JQ
RIF GROUP HOLDINGS LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13 - 14
Company statement of changes in equity
15
Group statement of cash flows
16
Company statement of cash flows
17
Notes to the financial statements
18 - 38
RIF GROUP HOLDINGS LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -

The directors present the strategic report for the year ended 30 September 2024.

Review of the business

The trade in the year has seen group turnover achieved of £55.9m (2023: £65.2m). Although group turnover is very strong, RIF Worldwide PLC and RIF Europe B.V. has seen a decrease in turnover in comparison to the prior year. As the UK and countries around the world continue to be impacted economically by the COVID-19 pandemic, the war in Ukraine and conflict in the Far East, existing and potential customers have continued to experience unfavourable economic conditions. The group has however continued to successfully navigate these conditions with the strong service it provides to customers while freight and logistical services are a necessity for any business selling goods. The group continues to attract new customers and has a strong customer retention rate.

 

Gross profit has decreased to £20.03m (2023: £24.8m) while gross profit as a percentage of turnover has reduced slightly to 36% (2023: 38%). Gross profit percentage reduced across the group largely due to a change in the types of sales made within RIF Europe B.V. compared to 2023 while in RIF Worldwide PLC, gross profit percentage increased largely due to freight rates returning to levels similar to those prior to the COVID-19 pandemic. Whilst the group continues to face challenges from competitors in respect of its margins, its fully integrated ERP system continues to play a key role in the group's growth over the years.

 

The company as a standalone entity did trade during the year with income streams relating to management fees and dividends received by its subsidiaries.

 

In light of the challenging economic environment, the directors are satisfied with the performance of the group and feel it has the capability to grow in the coming years.

Principal risks and uncertainties

The principal risks and uncertainties facing the group relate to global factors which affects all subsidiaries such as the weak global economy, increased inflation rates and the war in Ukraine as well as the cost of living crisis in the UK, liquidity risk and credit risk. The directors take steps to mitigate these risks as outlined below:

 

Cost of living crisis and global factors

As the UK and the rest of the world has exited the COVID-19 pandemic, the global economy has continued to significantly weaken with consumers experiencing higher cost of living due to increased inflation. This in turn means that there is a risk that our customers will have a reduced need for freight and logistical services as stock may take more time to sell.

 

Global factors including a weak global economy, underpinned by the impact of the pandemic, as well as the war in Ukraine have further increased fuel, oil and gas prices all of which are impacting operating costs and have further contributed to consumers experiencing higher costs of living.

 

The group has been able to navigate these challenging conditions with the strong service it provides to its customers while the company has the financial headroom to navigate a reduction in turnover.

 

Inflationary and liquidity risk

Inflation in the UK and globally remains high, again underpinned by the impact of the pandemic. This in turn has contributed to increased wage and supply chain costs and is large contributing factor with regards to the cost of living crisis in the UK.

 

In order to reduce inflationary rates, interest rates have risen which increases the cost of borrowing albeit this is less of a concern to the group given it does not hold any interest bearing debt. Increased interest rates do however negatively impact our customers and economic growth generally.

 

The directors feel the group is well placed to deal with these risks due to its strong financial position while the business continues to invest in training of staff and young people starting their career in the industry.

 

The group has no external borrowings and maintains strong liquidity levels, with those strong liquidity levels predicted to remain. Management are confident that the inflationary and liquidity risk to the business is low given its strong financial position.

RIF GROUP HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -

Credit risk

As mentioned the cash position and cash flow of the group are strong while the group has no interest bearing loans, however the unfavourable global economic conditions and the cost of living crisis bring increased credit risk as there is the potential that customers might default.

 

The group has a strong focus on recovery of debt aided by terms which allow the it to hold stock until debts are paid, and the need for customers to ensure their supply chains continue to operate. Although there were some bad debts in recent times they were very small and do not impact cash flow or profitability in a material way.

Future developments

Investment in the group's infrastructure will continue to be made to enable the group to grow organically, which is a continuation of the major subsidiaries since the trade commenced. The group retains the financial strength to deal with the principle risks and uncertainties identified above will continue to invest in its operational capability. The focus does however remain on organic growth within new and developing markets as well as new and existing routes and services, targeting the business to have a diverse portfolio of clients, services and channels.

 

The group will continue to support its subsidiaries which continues to attract new business the group previously would have been unable to tender for as it has expanded overseas into Europe and Australia. The group's Dutch subsidiary, RIF Europe B.V. has grown significantly in recent years, largely due to providing overseas services to existing customers of the UK subsidiary, RIF Worldwide PLC. RIF Europe B.V. has also contributed to the turnover in the RIF Worldwide PLC by referring its local customers who have international needs. This is expected to continue in the coming years to further expand the group and its subsidiaries.

 

The subsidiaries' pre-group financial strength has meant that within the newly formed group structure, a subsidiary in Australia has been acquired during the prior year to further expand the reach of the group as a whole around the globe. During the year, the group purchased the remaining non-controlling interest in the Australian subsidiary.

Statement of Directors' Duties Under Section 172

The board of directors recognises that the success of the group is based on strong relationships with stakeholders; be they customers, employees, suppliers, government bodies or the wider public. As such, all decisions are made with these stakeholders in mind.

 

Close relationships with customers are integral to reputation and business stability. Both the directors and senior staff are in regular contact with customers to ensure that our service adapts with their ongoing requirements. This assists in building and retaining relationships and delivering the high quality service required.

 

The staff are key in delivering these quality services and we appreciate that they are important in succeeding as a business. We therefore ensure that the communication channels between operational staff, managers and the group's directors are always open. Investment in staff and their training needs is always a priority, to ensure that staff are equipped with the right skills to fulfil their potential.

 

We are committed to regular pay reviews for staff and are keen for employees to build their careers within the group. We recognise that investment in staff is key to employee retention and we are committed to providing a friendly, harmonious environment where staff are rewarded in various ways.

 

Interaction with suppliers takes place on a regular basis ensuring that we maintain strong relationships to future proof our ability to provide an excellent service to our customers. This is carried out by performing certain checks such as credit scores and regular meetings and contact with suppliers to ensure the business' needs are being met.

 

The directors and employees of the company and group are aware of the need to look after the environment, and where possible we reduce our impact on the environment. The promotion of recycling within our established offices is a key initiative that has been introduced.

RIF GROUP HOLDINGS LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 3 -

Compliance with HM Revenue and Customs and other overseas governing bodies is fundamental to our operations in terms of duty and VAT. Due to the nature of the sector, a high level of transparency is maintained to ensure that the company and group is compliant with the various regulations with particular attention to customs declarations.

 

The directors will continue to work with all stakeholders to maintain the reputation that the company and group has built and deliver the high standards required by customers.

On behalf of the board

Mrs E Benson
Director
14 February 2025
RIF GROUP HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 4 -

The directors present their annual report and financial statements for the year ended 30 September 2024.

Principal activities

The principal activity of the company was that of a holding company. The principal activities of the group were that of freight forwarding and logistical services.

Results and dividends

The results for the year are set out on page 10.

Ordinary dividends were paid amounting to £1,029,362. The directors do not recommend payment of a further dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr S J Fox
Mr M J Gilbert
Mr S A Sully
Mrs E Benson
Mr D J Bacon
Mr W Gibson
Energy and carbon report

The following report has been prepared and summarises the GHG emissions for the reporting year 1 October 2023 to 30 September 2024. The report is in line with the disclosure requirements of the UK Governments Energy and Carbon reporting framework.

2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
111,559
110,991
RIF GROUP HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 5 -
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
114.62
114.62
- Fuel consumed for owned transport
-
-
114.62
114.62
Scope 2 - indirect emissions
- Electricity purchased
42.50
42.28
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
113.73
115.22
Total gross emissions
270.85
272.12
Intensity ratio
Tonnes of CO2e per employee
4.59
4.38
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting. Further details of the methodologies used are as follows:

 

Scope 1 - Refrigerants based on F-gas/asset Register supplied by AC maintenance engineers

Scope 2 - Purchased electricity calculated on the kWh usage reports supplied by the energy supply vendors

Scope 3 - Commercial travel by car calculated against mileage supplied from expense claims, staff commute calculated by daily round trip mileage supplied by employees and business travel by air calculated by actual trips and the distance between airport to airport

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The Company is committed to year-year improvements in our energy efficiency. As such we have embarked on the following programmes and efficiency measures over the coming years:-

 

RIF GROUP HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Strategic report

The truegroup has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the principal risks and uncertainties and future developments.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
Mrs E Benson
Director
14 February 2025
RIF GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF RIF GROUP HOLDINGS LTD
- 7 -
Opinion

We have audited the financial statements of RIF Group Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The 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:

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 and parent company 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 and 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 contained within the annual report. 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. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

RIF GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RIF GROUP HOLDINGS LTD
- 8 -
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 their 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:

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 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 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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

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 evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of management override of controls) and determined that the principal risks were related to fraudulent transactions which may lead to an overstatement of profits, such as manipulation of revenue recognition, stocks and work in progress.

Based on our understanding of the company and industry, we identified principal risks of non-compliance with laws and regulations and we considered those laws and regulations which have a direct impact on the preparation of the financial statements such as the Companies Act 2006, Financial Reporting Standard 102, employment laws, contractual laws, General Data Protection Regulations (GDPR) and UK tax legislation.

RIF GROUP HOLDINGS LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF RIF GROUP HOLDINGS LTD
- 9 -

In order to mitigate the risks detailed above in respect of fraud and non-compliance with laws and regulations, the following procedures were undertaken by the audit team:

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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.

Mr Daniel Robins (Senior Statutory Auditor)
For and on behalf of Stiles Accountants Limited, Statutory Auditor
14 February 2025
Chartered Certified Accountants
Statutory Auditor
2 Lake End Court
Taplow Road
Taplow
Maidenhead
Berkshire
SL6 0JQ
RIF GROUP HOLDINGS LTD
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 10 -
2024
2023
Notes
£
£
Turnover
3
55,908,963
65,151,736
Cost of sales
(35,875,266)
(40,361,095)
Gross profit
20,033,697
24,790,641
Administrative expenses
(17,023,693)
(14,208,028)
Other operating income
34,442
28,142
Operating profit
4
3,044,446
10,610,755
Interest receivable and similar income
8
210,330
153,501
Interest payable and similar expenses
9
(6,940)
-
0
Profit before taxation
3,247,836
10,764,256
Tax on profit
10
(1,349,318)
(3,081,493)
Profit for the financial year
24
1,898,518
7,682,763
Other comprehensive income
Currency translation loss taken to retained earnings
(190,205)
(98,076)
Total comprehensive income for the year
1,708,313
7,584,687
Profit for the financial year is attributable to:
- Owners of the parent company
1,898,518
7,774,445
- Non-controlling interests
-
(91,682)
1,898,518
7,682,763
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,708,313
7,671,511
- Non-controlling interests
-
(86,824)
1,708,313
7,584,687
RIF GROUP HOLDINGS LTD
GROUP BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Goodwill
12
11,435,852
12,739,083
Other intangible assets
12
45,413
52,773
Total intangible assets
11,481,265
12,791,856
Tangible assets
13
736,761
924,700
12,218,026
13,716,556
Current assets
Debtors
16
13,235,359
10,366,557
Cash at bank and in hand
6,563,339
9,768,865
19,798,698
20,135,422
Creditors: amounts falling due within one year
17
(8,235,576)
(11,365,838)
Net current assets
11,563,122
8,769,584
Total assets less current liabilities
23,781,148
22,486,140
Provisions for liabilities
Provisions
18
1,165,463
724,745
Deferred tax liability
19
20,657
16,324
(1,186,120)
(741,069)
Net assets
22,595,028
21,745,071
Capital and reserves
Called up share capital
22
1,959,791
1,959,791
Share premium account
23
16,147,112
16,147,112
Profit and loss reserves
24
4,488,125
3,809,174
Equity attributable to owners of the parent company
22,595,028
21,916,077
Non-controlling interests
-
(171,006)
Total equity
22,595,028
21,745,071
The financial statements were approved by the board of directors and authorised for issue on 14 February 2025 and are signed on its behalf by:
14 February 2025
Mrs E Benson
Director
Company registration number 05933339 (England and Wales)
RIF GROUP HOLDINGS LTD
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024
30 September 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
14
31,461,759
31,421,395
Current assets
Debtors
16
2,977,370
2,120,552
Cash at bank and in hand
434,382
64,351
3,411,752
2,184,903
Creditors: amounts falling due within one year
17
(244,598)
(2,412,845)
Net current assets/(liabilities)
3,167,154
(227,942)
Net assets
34,628,913
31,193,453
Capital and reserves
Called up share capital
22
1,959,791
1,959,791
Share premium account
23
16,147,112
16,147,112
Profit and loss reserves
24
16,522,010
13,086,550
Total equity
34,628,913
31,193,453

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £4,464,822 (2023 - £16,948,887 profit).

The financial statements were approved by the board of directors and authorised for issue on 14 February 2025 and are signed on its behalf by:
14 February 2025
Mrs E Benson
Director
Company registration number 05933339 (England and Wales)
RIF GROUP HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 1 October 2022
1
-
0
-
0
1
-
1
Year ended 30 September 2023:
Profit for the year
-
-
7,774,445
7,774,445
(91,682)
7,682,763
Other comprehensive income:
Currency translation differences
-
-
(98,076)
(98,076)
-
(98,076)
Amounts attributable to non-controlling interests
-
-
(4,858)
(4,858)
4,858
-
Total comprehensive income
-
-
7,671,511
7,671,511
(86,824)
7,584,687
Dividends
11
-
-
(3,862,337)
(3,862,337)
-
(3,862,337)
Reduction of shares
22
-
74,815
-
74,815
-
74,815
Acquisition of subsidiary
-
-
-
-
(84,182)
(84,182)
Other movements
1,959,790
16,072,297
-
18,032,087
-
18,032,087
Balance at 30 September 2023
1,959,791
16,147,112
3,809,174
21,916,077
(171,006)
21,745,071
RIF GROUP HOLDINGS LTD
GROUP STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Share capital
Share premium account
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
- 14 -
Year ended 30 September 2024:
Profit for the year
-
-
1,898,518
1,898,518
-
1,898,518
Other comprehensive income:
Currency translation differences
-
-
(190,205)
(190,205)
-
(190,205)
Total comprehensive income
-
-
1,708,313
1,708,313
-
1,708,313
Dividends
11
-
-
(1,029,362)
(1,029,362)
-
(1,029,362)
Purchase of shares in subsidiary from non-controlling interest
-
-
-
-
171,006
171,006
Balance at 30 September 2024
1,959,791
16,147,112
4,488,125
22,595,028
-
0
22,595,028
RIF GROUP HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 October 2022
1
-
0
-
0
1
Year ended 30 September 2023:
Profit and total comprehensive income for the year
-
-
16,948,887
16,948,887
Dividends
11
-
-
(3,862,337)
(3,862,337)
Reduction of shares
22
-
74,815
-
74,815
Other movements
1,959,790
16,072,297
-
18,032,087
Balance at 30 September 2023
1,959,791
16,147,112
13,086,550
31,193,453
Year ended 30 September 2024:
Profit and total comprehensive income
-
-
4,464,822
4,464,822
Dividends
11
-
-
(1,029,362)
(1,029,362)
Balance at 30 September 2024
1,959,791
16,147,112
16,522,010
34,628,913
RIF GROUP HOLDINGS LTD
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 16 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
29
1,087,416
16,141,991
Interest paid
(6,940)
-
0
Income taxes paid
(3,189,170)
(4,111,756)
Net cash (outflow)/inflow from operating activities
(2,108,694)
12,030,235
Investing activities
Purchase of business
-
1,911,501
Purchase of tangible fixed assets
(160,431)
(376,362)
Interest received
210,330
153,501
Net cash generated from investing activities
49,899
1,688,640
Financing activities
Purchase of shares in subsidiary from non-controlling interest
171,006
-
Dividends paid to equity shareholders
(1,029,362)
(3,862,337)
Net cash used in financing activities
(858,356)
(3,862,337)
Net (decrease)/increase in cash and cash equivalents
(2,917,151)
9,856,538
Cash and cash equivalents at beginning of year
9,768,865
1
Effect of foreign exchange rates
(288,375)
(87,674)
Cash and cash equivalents at end of year
6,563,339
9,768,865
RIF GROUP HOLDINGS LTD
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
28
(3,236,852)
280,398
Investing activities
Purchase of subsidiaries
(40,364)
(13,314,492)
Interest received
24,002
-
0
Dividends received
4,652,607
16,960,781
Net cash generated from investing activities
4,636,245
3,646,289
Financing activities
Dividends paid to equity shareholders
(1,029,362)
(3,862,337)
Net cash used in financing activities
(1,029,362)
(3,862,337)
Net increase in cash and cash equivalents
370,031
64,350
Cash and cash equivalents at beginning of year
64,351
1
Cash and cash equivalents at end of year
434,382
64,351
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 18 -
1
Accounting policies
Company information

RIF Group Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2 Lake End Court, Taplow Road, Taplow, Maidenhead, Berkshire, SL6 0JQ. The principal place of business is Worldwide House, Brooklands Close, Sunbury-on-Thames, Middlesex, TW16 7DX.

 

The group consists of RIF Group Holdings Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company RIF Group Holdings Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 30 September 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the provision of freight forwarding services provided are generally recognised upon dispatch from the origin company in respect of export services, on delivery to the customer in respect of domestic services, and upon customs clearance or delivery to customers in respect of import services.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
10% per annum on a straight line basis
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 20 -

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
2% - 33% straight line basis
Plant and equipment
20% - 33% straight line basis
Fixtures and fittings
33% per annum on a straight line basis

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.9
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 22 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 23 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 24 -
1.19
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.20
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

The directors do not consider these estimates and assumptions to have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities contained within the financial statements.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Freight forwarding and logistics activities
55,908,963
65,151,736
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
35,780,498
37,929,011
The Netherlands
17,454,190
26,196,535
Australia
2,674,275
1,026,190
55,908,963
65,151,736
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
3
Turnover and other revenue
(Continued)
- 25 -
2024
2023
£
£
Other revenue
Interest income
210,330
153,501
Grants received
3,773
14,351
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange gains
(505,370)
(380,059)
Government grants
(3,773)
(14,351)
Depreciation of owned tangible fixed assets
321,994
280,817
Amortisation of intangible assets
1,435,137
1,420,575
Operating lease charges
4,186,373
3,008,403
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
12,000
11,000
Audit of the financial statements of the company's subsidiaries
70,830
105,903
82,830
116,903
For other services
Taxation compliance services
4,773
3,971
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management
11
8
5
-
Sales and administration
178
183
4
-
Total
189
191
9
-
0
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
6
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
7,628,451
7,082,477
467,815
-
0
Social security costs
920,894
836,041
53,986
-
Pension costs
369,326
190,148
105,022
-
0
8,918,671
8,108,666
626,823
-
0
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
431,667
671,676
Company pension contributions to defined contribution schemes
104,645
5,273
536,312
676,949

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2023 - 2).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
101,453
277,770
Company pension contributions to defined contribution schemes
98,217
1,865
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
186,328
153,501
Other interest income
24,002
-
Total income
210,330
153,501
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
8
Interest receivable and similar income
(Continued)
- 27 -
2024
2023
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
186,328
153,501
9
Interest payable and similar expenses
2024
2023
£
£
Other finance costs:
Other interest
6,940
-
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
1,370,383
3,094,710
Deferred tax
Origination and reversal of timing differences
(22,334)
(12,492)
Adjustment in respect of prior periods
1,269
(725)
Total deferred tax
(21,065)
(13,217)
Total tax charge
1,349,318
3,081,493
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
10
Taxation
(Continued)
- 28 -

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
3,247,836
10,764,256
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
811,959
2,691,064
Tax effect of expenses that are not deductible in determining taxable profit
18,519
14,073
Unutilised tax losses carried forward
154,054
53,841
Effect of change in corporation tax rate
-
(95,666)
Amortisation on assets not qualifying for tax allowances
356,944
353,536
Other permanent differences
(3,927)
-
0
Effect of overseas tax rates
26,181
59,316
Tax at marginal rate
(12,354)
-
0
Foreign exchange differences
13,201
5,477
Depreciation in excess of capital allowances
9,205
12,344
Deferred tax movement
(21,491)
(12,492)
Utilisation of brought forward losses
(2,973)
-
0
Taxation charge
1,349,318
3,081,493

On 1 April 2023, the main corporation tax rate increased from 19% to 25%. A tapered rate has also been introduced for profits above £50,000, so that only businesses with profits of £250,000 or greater will be taxed at the full 25% rate.

Deferred tax at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements. The deferred taxation credit analysed above of £21,491 (2023: £12,492) is in relation to the movement of accelerated/decelerated capital allowances. Further detail of these timing differences are analysed within note 19.

11
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
1,029,362
3,862,337
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 29 -
12
Intangible fixed assets
Group
Goodwill
Software
Total
£
£
£
Cost
At 1 October 2023
14,153,226
59,205
14,212,431
Additions - business combinations
124,546
-
0
124,546
At 30 September 2024
14,277,772
59,205
14,336,977
Amortisation and impairment
At 1 October 2023
1,414,143
6,432
1,420,575
Amortisation charged for the year
1,427,777
7,360
1,435,137
At 30 September 2024
2,841,920
13,792
2,855,712
Carrying amount
At 30 September 2024
11,435,852
45,413
11,481,265
At 30 September 2023
12,739,083
52,773
12,791,856
The company had no intangible fixed assets at 30 September 2024 or 30 September 2023.
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 30 -
13
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 October 2023
227,825
502,899
468,731
1,199,455
Additions
-
0
106,417
54,014
160,431
Disposals
-
0
(12,316)
(3,262)
(15,578)
Exchange adjustments
(7,916)
(14,887)
(21,928)
(44,731)
At 30 September 2024
219,909
582,113
497,555
1,299,577
Depreciation and impairment
At 1 October 2023
49,850
99,325
125,580
274,755
Depreciation charged in the year
58,127
117,000
146,867
321,994
Eliminated in respect of disposals
-
0
(12,316)
(3,262)
(15,578)
Exchange adjustments
(2,946)
(5,050)
(10,359)
(18,355)
At 30 September 2024
105,031
198,959
258,826
562,816
Carrying amount
At 30 September 2024
114,878
383,154
238,729
736,761
At 30 September 2023
177,975
403,574
343,151
924,700
The company had no tangible fixed assets at 30 September 2024 or 30 September 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
31,461,759
31,421,395
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
14
Fixed asset investments
(Continued)
- 31 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 October 2023
31,421,395
Additions
40,364
At 30 September 2024
31,461,759
Carrying amount
At 30 September 2024
31,461,759
At 30 September 2023
31,421,395
15
Subsidiaries

Details of the company's subsidiaries at 30 September 2024 are as follows:

Name of undertaking
Class of
% Held
shares held
Direct
RIF Worldwide plc (1)
Ordinary shares
100.00
RIF Logistics Ltd (1)
Ordinary shares
100.00
RIF Europe B.V. (2)
Ordinary shares
100.00
RIF Logistics AU Pty Ltd (3)
Ordinary shares
100.00

Registered office addresses (all UK unless otherwise indicated):

1
2 Lake End Court, Taplow Road, Taplow, Maidenhead, SL6 0JQ
2
Changiweg 9, 1437 EP Rozenburg, Netherlands
3
Unit 2, 2 Culverston Road, Minto NSW 2566
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 32 -
16
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
10,402,309
8,978,268
315,137
-
0
Corporation tax recoverable
130,707
-
0
-
0
-
0
Amounts owed by group undertakings
-
-
2,662,233
2,098,542
Other debtors
244,223
226,539
-
0
22,010
Prepayments and accrued income
2,432,171
1,161,750
-
0
-
0
13,209,410
10,366,557
2,977,370
2,120,552
Deferred tax asset (note 19)
25,949
-
0
-
0
-
0
13,235,359
10,366,557
2,977,370
2,120,552
17
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Trade creditors
5,842,909
4,181,557
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
96,588
-
0
Corporation tax payable
-
0
1,687,529
-
0
-
0
Other taxation and social security
340,655
326,052
76,703
-
Government grants
20
17,910
21,212
-
0
-
0
Other creditors
46,071
2,616,536
-
0
2,401,845
Accruals and deferred income
1,988,031
2,532,952
71,307
11,000
8,235,576
11,365,838
244,598
2,412,845
18
Provisions for liabilities
Group
Company
2024
2023
2024
2023
£
£
£
£
Dilapidations
865,463
606,144
-
-
Customer claims
300,000
118,601
-
-
1,165,463
724,745
-
-
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
18
Provisions for liabilities
(Continued)
- 33 -
Movements on provisions:
Dilapidations
Customer claims
Total
Group
£
£
£
At 1 October 2023
606,143
118,601
724,744
Additional provisions in the year
268,826
300,000
568,826
Reversal of provision
-
(118,601)
(118,601)
Exchange difference
(9,506)
-
(9,506)
At 30 September 2024
865,463
300,000
1,165,463

The above dilapidations provision relates to the accrued amounts expected to be paid in respect of dilapidations at the end of the property lease terms in 2024.

The brought forward legal claims were settled during the year. This provision includes the settlement amount and associated legal fees. The new settlement amount is to be settled in instalments during 2025.

 

19
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
20,657
16,324
-
-
Decelerated capital allowances
-
-
25,949
-
20,657
16,324
25,949
-
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 October 2023
16,324
-
Credit to profit or loss
(21,616)
-
Asset at 30 September 2024
(5,292)
-
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 34 -
20
Government grants
Group
Company
2024
2023
2024
2023
£
£
£
£
Arising from government grants
17,910
21,212
-
-

The grants detailed above are in respect of investment made in the company's software and IT equipment as detailed in notes 12 and 13. These grants have been deferred and are being released in line with the software amortisation period.

21
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
369,326
190,148

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

22
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
'A' Ordinary shares of 1p each
14,679,245
14,679,245
146,793
146,793
'B' Ordinary shares of 1p each
1,631,023
1,631,023
16,310
16,310
16,310,268
16,310,268
163,103
163,103
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
1,796,688
1,796,688
1,796,688
1,796,688
Preference shares classified as equity
1,796,688
1,796,688
Total equity share capital
1,959,791
1,959,791
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
22
Share capital
(Continued)
- 35 -

The Ordinary 'A' shares and Ordinary 'B' shares are irredeemable and have full rights in the company with regards voting, dividend and capital contribution.

 

A dividend may be declared on either class of share to the exclusion of the other class of share.

 

In all other respects both class of shares rank pari pasu.

 

The preference shares have no rights whatsoever other than a preferential entitlement to repayment in the event of a winding up and to purchase on a sale but that they shall always be valued at their nominal value save that they will have no value nor entitlement if net assets are valued at greater than £31m in such an event.

23
Share premium account
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
16,147,112
-
0
16,147,112
-
0
Share capital reduction
-
74,815
-
74,815
Other movements
-
16,072,297
-
16,072,297
At the end of the year
16,147,112
16,147,112
16,147,112
16,147,112

The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with issuing shares are deducted from share premium.

24
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
3,809,174
-
13,086,550
-
Profit for the year
1,898,518
7,774,445
4,464,822
16,948,887
Dividends
(1,029,362)
(3,862,337)
(1,029,362)
(3,862,337)
Currency translation differences
(190,205)
(98,076)
-
0
-
0
Amounts attributable to non-controlling interests
-
(4,858)
-
-
At the end of the year
4,488,125
3,809,174
16,522,010
13,086,550

The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.

RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 36 -
25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
3,621,045
5,811,237
-
-
Between two and five years
5,163,621
14,872,607
-
-
In over five years
-
395,900
-
-
8,784,666
21,079,744
-
-
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 37 -
26
Related party transactions
Transactions with related parties

The parent company has taken advantage of the exemption granted under FRS 102.33.1A not to disclose related party transactions with its subsidiary companies which are 100% owned within the group.

27
Directors' transactions

Dividends totalling £1,029,362 (2023: £3,862,337) were paid in the year in respect of shares held by the company's directors and their close family members.

At the reporting date, £nil (2023: £2,401,845) was owed to directors in respect of a short-term interest-free loan.

28
Cash (absorbed by)/generated from operations - company
2024
2023
£
£
Profit after taxation
4,464,822
16,948,887
Adjustments for:
Investment income
(4,676,609)
(16,960,781)
Movements in working capital:
Increase in debtors
(856,818)
(2,120,553)
(Decrease)/increase in creditors
(2,168,247)
2,412,845
Cash (absorbed by)/generated from operations
(3,236,852)
280,398
RIF GROUP HOLDINGS LTD
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 38 -
29
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
1,898,518
7,682,763
Adjustments for:
Taxation charged
1,349,318
3,081,493
Finance costs
6,940
-
0
Investment income
(210,330)
(153,501)
Amortisation and impairment of intangible assets
1,435,137
1,420,575
Depreciation and impairment of tangible fixed assets
321,994
280,817
Increase in provisions
440,718
221,502
Movements in working capital:
(Increase)/decrease in debtors
(2,712,146)
9,553,594
Decrease in creditors
(1,439,431)
(5,966,464)
(Decrease)/increase in deferred income
(3,302)
21,212
Cash generated from operations
1,087,416
16,141,991
30
Analysis of changes in net funds - group
1 October 2023
Cash flows
Acquisitions and disposals
Exchange rate movements
30 September 2024
£
£
£
£
£
Cash at bank and in hand
9,768,865
(2,876,787)
(40,364)
(288,375)
6,563,339
31
Analysis of changes in net funds - company
1 October 2023
Cash flows
30 September 2024
£
£
£
Cash at bank and in hand
64,351
370,031
434,382
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