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COMPANY REGISTRATION NUMBER: 04243900
River Software Limited
Financial Statements
31 December 2024
River Software Limited
Financial Statements
Period from 1 October 2023 to 31 December 2024
Contents
Page
Strategic report
1
Directors' report
3
Independent auditor's report to the members
5
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13
River Software Limited
Strategic Report
Period from 1 October 2023 to 31 December 2024
Introduction River designs and delivers Business Performance Management and Employee Engagement & Benefits solutions for both market leading blue-chip customers and smaller enterprises. Almost every programme is delivered via a mobile optimised website and native mobile apps. Throughout the Financial Year ending December 2024, we have continued to invest extensively in our two core products "Loop" and "Rippl". During this period we took on significant growth capital from leading private equity firm, Stonehage Fleming. With their support and backing, we aggressively deployed this capital on both product improvements and new customer acquisition, which is reflected in our rapid top-line growth over the 2024 financial year. We are continuing to see the positive impacts of this into the 2025 financial year, with the business on track to return to profitability in mid-2025. We continue to listen to our customers, evolving both products not just to lead the market, but also to actively build the features and functionality that adds real world impact and value to customers. The performance of the business for the period ending FY24 continues to reflect the significant investment in the two products. Business Review Everything we do at River is always through the lens of improving both the experience of our users and delivering the most meaningful impact to their business and their employees. We are thankful to our customers for the stories they share, which help us to continue to evolve our offerings. Our previous transition to a subscription-based service continues to sit well with customers, with a number of new logos onboarded throughout the year. Many of our existing customers have kindly shared the very high level of return achieved on their investment, not just in monetary terms, but also in non-financial areas such as improved performance, employee engagement and retention. As well as heavy product development, we also continue to invest in our customer support and success functions. This has included investment in customer focussed technical training alongside product improvements to improve customer experience and reporting. We strive to ensure our customers are delighted at every step of their journey with us. The Group has grown turnover to an all-time high of just under £21.6m, evidencing our strategy to continue to invest in product development and our focus on excellent customer experience is the right approach. Since the financial year end, Rippl has been awarded two prestigious titles of "Employee Benefits Provider of the Year" & "Best Technology Provider of the Year". Finalists and winners were selected by a diverse selection of People, Reward, and Commercial leaders from organisations worldwide, so these were significant wins for Rippl and affirmation of our market-leading product and the positive impact we are having on our customers. In addition, Loop has increased its footprint in the Vehicle Financial Services industry with new customer contracts and continues to see strong interest from potential customers.
Strategy & Future Developments Our existing strategy of delivering the market-leading solution in our chosen sectors and delighting customers is clearly working and continues to be our chosen path. We are excited to further accelerate our plans in FY25, both in terms of further investment in our offerings and expanding our customer base for our core SaaS platforms. As our eco-system continues to grow, the additional investment and scale this brings benefits to all customers. Rippls award winning Employee Benefits feature continues to attract new types of customers, and we continue to make strides to standardise our customer experience, making it possible to onboard quickly and cost efficiently, ensuring rapid impact and return to the customer. This will make the objective of onboarding higher volumes of customers throughout the year achievable. Loop has solidified its customer base within the Automotive sector, with a number of key customer wins and contract extensions. Alongside ongoing product improvements, with AI features now being rolled out, this has put Loop on a strong footing to pursue its strategy of becoming the clear market leader in Automotive dealership performance management software globally. Finally, to ensure our continued focus on delivering maximum value for our customers, River has pursued a demerger of the Loop business into a separate legal entity (still retained within the River Group). This has successfully taken place in early 2025, with both businesses now trading independently without any interruption for customers. Financial Key Performance Indicators River continues to work closely with our principal investors, Stonehage Fleming and Percipient Capital, and has their support in the business objectives and strategy. Focus on increasing Recurring Revenues for both products remains a key objective for the business, and our ACV's & average contract lengths for both businesses have increased materially for both businesses. Following a very strong FY24, we expect the pace at which this will happen in FY25 to accelerate as a result of recent customer wins and the momentum gained through evidencing such clear value to new prospects. £000'S FY24* FY23 Change Turnover 21,592 13,874 7,718 Gross Profit 2,225 1,980 245 Gross Profit margin 10% 14% (4%) *Note FY 24 is a 15 month transitional year, as River moved from a September to December year end.
This report was approved by the board of directors on 13 May 2025 and signed on behalf of the board by:
P Dunk
Director
River Software Limited
Directors' Report
Period from 1 October 2023 to 31 December 2024
The directors present their report and the financial statements of the company for the period ended 31 December 2024 .
Directors
The directors who served the company during the period were as follows:
P Dunk
Mr C Spalding
(Appointed 19 September 2024)
Mr R Hill
(Appointed 4 April 2024)
Mr S Read
(Appointed 19 September 2024)
Mr T Hipperson
(Appointed 4 April 2024)
C West
(Resigned 4 April 2024)
N L Di Luzio
(Resigned 4 April 2024)
Dividends
The directors do not recommend the payment of a dividend.
Disclosure of information in the strategic report
The company has chosen in accordance with section 414C(11) of the Companies Act 2006(Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. 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 company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This report was approved by the board of directors on 13 May 2025 and signed on behalf of the board by:
P Dunk
Director
River Software Limited
Independent Auditor's Report to the Members of River Software Limited
Period from 1 October 2023 to 31 December 2024
Opinion
We have audited the financial statements of River Software Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, 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 directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach was as follows: We obtained an understanding of the legal and regulatory requirements applicable to the company and considered the most significant are the Companies Act 2006 and UK Financial reporting Standards. We obtained an understanding of how the company complies with these regulations by discussions with management. We assessed the risk of material misstatement of the financial statements, including the risk of material missstatement due to fraud and how it might occur, by holding discussions with management. We inquired of management as to any known instances of non-compliance or suspected non-compliance with laws and regulations. Based on this understanding, we designed specific audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and obtaining corroborative evidence as required. . As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report
This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
James Harper
(Senior Statutory Auditor)
For and on behalf of
Harper Sheldon Limited
Chartered accountants & statutory auditor
Midway House
Staverton Technology Park
Herrick Way, Staverton
Cheltenham, Glos.
GL51 6TQ
13 May 2025
River Software Limited
Statement of Comprehensive Income
Period from 1 October 2023 to 31 December 2024
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
Note
£
£
Turnover
4
21,592,244
13,874,471
Cost of sales
19,330,860
11,894,704
-------------
-------------
Gross profit
2,261,384
1,979,767
Administrative expenses
4,815,266
2,566,555
Exceptional administrative expenses
93,097
------------
------------
Operating loss
5
( 2,553,882)
( 679,885)
Interest payable and similar expenses
8
34,944
27,836
------------
------------
Loss before taxation
( 2,588,826)
( 707,721)
Tax on loss
9
( 334,224)
( 289,096)
------------
---------
Loss for the financial period and total comprehensive income
( 2,254,602)
( 418,625)
------------
---------
All the activities of the company are from continuing operations.
River Software Limited
Statement of Financial Position
31 December 2024
31 Dec 24
30 Sep 23
Note
£
£
Fixed assets
Intangible assets
10
350,475
539,547
Tangible assets
11
46,490
30,198
---------
---------
396,965
569,745
Current assets
Debtors
12
1,755,191
2,075,424
Cash at bank and in hand
204,394
184,127
------------
------------
1,959,585
2,259,551
Creditors: amounts falling due within one year
13
2,925,118
2,979,726
------------
------------
Net current liabilities
965,533
720,175
---------
---------
Total assets less current liabilities
( 568,568)
( 150,430)
Provisions
14
14,346
27,882
---------
---------
Net liabilities
( 582,914)
( 178,312)
---------
---------
Capital and reserves
Called up share capital
18
1
1
Share premium account
19
1,849,999
Other reserves, including the fair value reserve
19
416,506
Profit and loss account
19
( 2,432,914)
( 594,819)
------------
---------
Shareholders deficit
( 582,914)
( 178,312)
------------
---------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 13 May 2025 , and are signed on behalf of the board by:
P Dunk
Director
Company registration number: 04243900
River Software Limited
Statement of Changes in Equity
Period from 1 October 2023 to 31 December 2024
Called up share capital
Share premium account
Other reserves, including the fair value reserve
Profit and loss account
Total
£
£
£
£
£
At 1 October 2022
1
294,167
( 176,194)
117,974
Loss for the period
( 418,625)
( 418,625)
----
----
---------
---------
---------
Total comprehensive income for the period
( 418,625)
( 418,625)
Equity-settled share-based payments
122,339
122,339
----
----
---------
---------
---------
Total investments by and distributions to owners
122,339
122,339
At 30 September 2023
1
416,506
( 594,819)
( 178,312)
Loss for the period
( 2,254,602)
( 2,254,602)
----
----
---------
------------
------------
Total comprehensive income for the period
( 2,254,602)
( 2,254,602)
Issue of shares
1
1,849,999
1,850,000
Cancellation of subscribed capital
( 1)
1
Exercise of options, rights and warrants
( 416,191)
416,191
Forfeited options, rights and warrants
(315)
315
----
------------
---------
---------
------------
Total investments by and distributions to owners
1,849,999
( 416,506)
416,507
1,850,000
----
------------
---------
------------
------------
At 31 December 2024
1
1,849,999
( 2,432,914)
( 582,914)
----
------------
---------
------------
------------
River Software Limited
Statement of Cash Flows
Period from 1 October 2023 to 31 December 2024
31 Dec 24
30 Sep 23
£
£
Cash flows from operating activities
Loss for the financial period
( 2,254,602)
( 418,625)
Adjustments for:
Depreciation of tangible assets
22,538
15,020
Amortisation of intangible assets
189,072
202,117
Interest payable and similar expenses
34,944
27,836
Equity-settled share-based payments
122,339
Tax on loss
( 334,224)
( 289,096)
Accrued expenses/(income)
28,485
( 251,054)
Changes in:
Trade and other debtors
567,776
( 516,717)
Trade and other creditors
( 375,091)
766,554
------------
---------
Cash generated from operations
( 2,121,102)
( 341,626)
Interest paid
( 34,944)
( 27,836)
Tax received
320,687
276,002
------------
---------
Net cash used in operating activities
( 1,835,359)
( 93,460)
------------
---------
Cash flows from investing activities
Purchase of tangible assets
( 38,830)
( 16,487)
------------
---------
Net cash used in investing activities
( 38,830)
( 16,487)
------------
---------
Cash flows from financing activities
Proceeds from issue of ordinary shares
1,850,000
Purchase of own shares
1
Proceeds from loans from group undertakings
44,455
( 33,803)
------------
---------
Net cash from/(used in) financing activities
1,894,456
( 33,803)
------------
---------
Net increase/(decrease) in cash and cash equivalents
20,267
( 143,750)
Cash and cash equivalents at beginning of period
184,127
327,877
---------
---------
Cash and cash equivalents at end of period
204,394
184,127
---------
---------
River Software Limited
Notes to the Financial Statements
Period from 1 October 2023 to 31 December 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Griffin House, 135 High Street, Crawley, West Sussex, RH10 1DQ, England.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
At the balance sheet date the company had net assets of (£582,914) (2023: (£178,312)) having made a profit / (loss) for the 15 month period / year after taxation of (£2,254,602) (2023: (£418,625)). The directors have considered the appropriateness of the going concern basis of preparation, bearing in mind the company's future trading prospects, current financial position and adequacy of existing and future financing facilities. The company has net current liabilities and is therefore reliant on its financing facilities, the company uses an invoice discounting facility and has a loan from external investors. The Directors are confident that the financing facilities are sufficient to meet the future financing needs and as such are confident the company will continue to trade for the foreseeable future.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The judgements that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Revenue recognition - Revenue and costs have been recognised based on management assessment of stage of completion for each project. Share based payments - Employees and Directors receive remuneration in the form of equity settled share based payments whereby employees render services in exchange for shares or rights over shares. The fair value of the services received in exchange for the grant of options or shares is recognised as an expense, recognised on a straight line basis over the vesting period, and determined by reference to the fair value of the options or shares determined at the grant date. Share options are valued using the Black-Scholes option pricing model. Non-market based vesting conditions are included in the assumptions about the number of options that are expected to become exercisable or the number of shares that the employee will ultimately receive. This estimate is revised at each Statement of financial position date to allow for leaving employees, and the difference is charged or credited to profit or loss, with a corresponding adjustment to reserves.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Intangible assets
Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
11% straight line
Development costs
-
33% straight line
Patents, trademarks and licences
-
25% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Research and development
Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Long leasehold property
-
20% straight line
Fixtures and fittings
-
25% straight line
Equipment
-
25 % straight line
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit & loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party or factors which are within the control of one of other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options is also charged to the profit or loss over the remaining vesting period. Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services supplied.
4. Turnover
Turnover arises from:
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Rendering of services
21,592,244
13,874,471
-------------
-------------
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5. Operating loss
Operating profit or loss is stated after charging:
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Amortisation of intangible assets
189,072
202,117
Depreciation of tangible assets
22,538
15,020
Equity-settled share-based payments expense
122,339
Foreign exchange differences
1,729
1,269
---------
---------
6. Staff costs
The average number of persons employed by the company during the period, including the directors, amounted to:
31 Dec 24
30 Sep 23
No.
No.
Production staff
63
56
----
----
The aggregate payroll costs incurred during the period, relating to the above, were:
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Wages and salaries
4,612,804
3,103,465
Social security costs
519,774
344,317
Other pension costs
161,041
110,361
------------
------------
5,293,619
3,558,143
------------
------------
7. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Remuneration
465,823
429,768
Company contributions to defined contribution pension plans
28,086
25,758
---------
---------
493,909
455,526
---------
---------
Remuneration of the highest paid director in respect of qualifying services:
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Aggregate remuneration
264,064
211,251
---------
---------
8. Interest payable and similar expenses
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Interest on banks loans and overdrafts
1,137
Other interest payable and similar charges
33,807
27,836
--------
--------
34,944
27,836
--------
--------
9. Tax on loss
Major components of tax income
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Current tax:
UK current tax income
( 320,687)
( 276,002)
Deferred tax:
Origination and reversal of timing differences
( 13,537)
( 13,094)
---------
---------
Tax on loss
( 334,224)
( 289,096)
---------
---------
Reconciliation of tax income
The tax assessed on the loss on ordinary activities for the period is higher than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 19 %).
Period from
1 Oct 23 to
Year to
31 Dec 24
30 Sep 23
£
£
Loss on ordinary activities before taxation
( 2,588,826)
( 707,721)
------------
---------
Loss on ordinary activities by rate of tax
( 647,207)
( 134,467)
Effect of expenses not deductible for tax purposes
18,760
23,512
Effect of capital allowances and depreciation
( 1,244)
37,907
Timing differences
(13,537)
(13,094)
R&D claim
309,004
(202,954)
------------
---------
Tax on loss
( 334,224)
( 289,096)
------------
---------
10. Intangible assets
Goodwill
Development costs
Patents, trademarks and licences
Total
£
£
£
£
Cost
At 1 October 2023 and 31 December 2024
837,108
1,830,137
2,994
2,670,239
---------
------------
-------
------------
Amortisation
At 1 October 2023
379,068
1,748,630
2,994
2,130,692
Charge for the period
118,459
70,613
189,072
---------
------------
-------
------------
At 31 December 2024
497,527
1,819,243
2,994
2,319,764
---------
------------
-------
------------
Carrying amount
At 31 December 2024
339,581
10,894
350,475
---------
------------
-------
------------
At 30 September 2023
458,040
81,507
539,547
---------
------------
-------
------------
11. Tangible assets
Long leasehold property
Fixtures and fittings
Equipment
Total
£
£
£
£
Cost
At 1 October 2023
5,304
14,300
169,847
189,451
Additions
23,760
15,070
38,830
-------
--------
---------
---------
At 31 December 2024
5,304
38,060
184,917
228,281
-------
--------
---------
---------
Depreciation
At 1 October 2023
5,127
11,116
143,010
159,253
Charge for the period
177
3,610
18,751
22,538
-------
--------
---------
---------
At 31 December 2024
5,304
14,726
161,761
181,791
-------
--------
---------
---------
Carrying amount
At 31 December 2024
23,334
23,156
46,490
-------
--------
---------
---------
At 30 September 2023
177
3,184
26,837
30,198
-------
--------
---------
---------
12. Debtors
31 Dec 24
30 Sep 23
£
£
Trade debtors
631,363
1,051,429
Amounts owed by group undertakings
253,847
Prepayments and accrued income
690,748
437,311
Corporation tax repayable
320,688
276,003
Directors loan account
20,000
29,990
Other debtors
92,392
26,844
------------
------------
1,755,191
2,075,424
------------
------------
13. Creditors: amounts falling due within one year
31 Dec 24
30 Sep 23
£
£
Trade creditors
416,820
113,673
Amounts owed to group undertakings
44,455
Accruals and deferred income
1,506,263
1,497,702
Social security and other taxes
640,283
430,217
Other creditors
317,297
312,754
Santander ID Facility
625,380
------------
------------
2,925,118
2,979,726
------------
------------
Included within creditors is £nil (2023: £625,380) in respect of an invoice discounting facility. This facility is secured by a cross guarantee and debenture, which includes a fixed and floating charge, by and between all group companies over all of the groups assets and liabilities by Santander Bank PLC. In addition the facility is secured against a deed of undertaking relating to life insurance policies totalling £1,000,000 and personal guarantees provided by the directors totalling £550,000.
14. Provisions
Deferred tax (note 15)
£
At 1 October 2023
27,883
Charge against provision
( 13,537)
--------
At 31 December 2024
14,346
--------
15. Deferred tax
The deferred tax included in the statement of financial position is as follows:
31 Dec 24
30 Sep 23
£
£
Included in provisions (note 14)
14,346
27,882
--------
--------
The deferred tax account consists of the tax effect of timing differences in respect of:
31 Dec 24
30 Sep 23
£
£
Accelerated capital allowances
14,346
27,882
--------
--------
16. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 161,041 (2023: £ 110,361 ).
17. Share-based payments
The company operates an Enterprise Management Incentive Share option Scheme ("EMI" scheme)and an Unapproved Share Option Scheme("unapproved" scheme). The shares under option are those of the parent company, River Software (Holdings) Limited. The company has granted options over £0.01 ordinary shares to employees under both the EMI and unapproved scheme. Options vest either through length of service or on a company exit event. Options expire 10 years from the date of grant. Options lapse when the option holder ceases employment with the company. During the period ended 31 December 2024 no share options were granted (2023: £122,339).
Details of the number and weighted average exercise prices (WAEP) of share options during the period are as follows:
31 Dec 24
30 Sep 23
No.
WAEP
No.
WAEP
Outstanding at 1 October 2023 and 31 December 2024
2,040
60.34
----
----
-------
-------
The total expense recognised in profit or loss for the period is as follows:
31 Dec 24
30 Sep 23
£
£
Equity-settled share-based payments
122,339
----
---------
For 2023 the fair value was derived from an independent valuation of the company; whereas no such data existed at 30 September 2022 and as such the Black Scholes methodology was used.
18. Called up share capital
Issued, called up and fully paid
31 Dec 24
30 Sep 23
No.
£
No.
£
Ordinary shares of £ 1 each
1
1
1
1
----
----
----
----
19. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses. Share based payment reserve - This reserve is the company's accumulated charge in respect of share based payments recognised in the profit & loss.
20. Analysis of changes in net debt
At 1 Oct 2023
Cash flows
At 31 Dec 2024
£
£
£
Cash at bank and in hand
184,127
20,267
204,394
Debt due within one year
(44,455)
(44,455)
---------
--------
---------
184,127
( 24,188)
159,939
---------
--------
---------
21. Directors' advances, credits and guarantees
During the period the directors entered into the following advances and credits with the company:
Balance brought forward and outstanding
31 Dec 24
30 Sep 23
£
£
C West
9,990
P Dunk
20,000
20,000
--------
--------
20,000
29,990
--------
--------
22. Controlling party
The ultimate parent undertaking of the company is River Software (Holdings) Limited, a company incorporated in England and Wales. A copy of the parent company's accounts can be obtained from Griffin house, 135 high Street, Crawley, West Sussex RH10 1DQ. It is the opinion of the directors that there is no ultimate controlling party.