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No description of principal activity
2023-10-01
Sage Accounts Production Advanced 2023 - FRS102_2023
1,051,317
27,766
1,455,077
827,073
125,601
952,674
502,403
628,004
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1
2023-10-01
2024-09-30
COMPANY REGISTRATION NUMBER:
11080280
River Group Content Limited |
|
River Group Content Limited |
|
Year ended 30 September 2024
Independent auditor's report to the members |
5 |
|
|
Statement of income and retained earnings |
9 |
|
|
Statement of financial position |
10 |
|
|
Notes to the financial statements |
11 |
|
|
River Group Content Limited |
|
Year ended 30 September 2024
Introduction
River Group Content Limited
(RGCL) was incorporated on 23 November 2017 and is the primary trading entity with the group of companies known as The River Group (TRG). The immediate parent undertaking is River Holdings And Content Limited. The ultimate controlling party is N Murphy by shareholding. TRG is a 30-year-old marketing service and publishing agency group founded and run by the owner. TRG is an omnichannel marketing agency, producing everything from content strategy through to live-streamed video, YouTube channel production and management, social media, print, media sales and commercialisation through advertising and partnerships, to campaign creation and delivery and all the associated analysis and reporting.
Business review
During the period, RGCL had a turnover of £6.2m (2023: £7.2m) with an EBITDA loss before exceptional items (defined as profit before interest, tax, depreciation and amortisation) of £0.9m (2023: £0.4m EBITDA profit). The EBITDA loss was due to a downturn during the difficult trading conditions and a drop in client revenue, coinciding with the exit from legacy redundant office space. The Directors use EBITDA as the Key Performance Indicator (KPIs). RGCL continues to have a strong portfolio of core clients. For these clients, RGCL produces content that is supported by other marketing projects, which are pitched separately to the client. This enables the company to evolve with the client and the client's market needs. Since the end of the accounting period, RGCL has secured additional clients working with previous clients Holland and Barrett, The Perfume Shop, Gigaclear, Boots Pharmacy and securing new clients, Pharmacy2U, Boots Optician, Dr Reddy's, Nerivio and Gen-M, which is driving a projected increase in revenue and EBITDA for FY26. RGCL has continued to receive support from its owner where required. Since the end of the accounting period, RGCL has secured investment from external parties to realise its 3-year plan. Please see note 3 for further explanation.
Future prospects
RGCL continues to pitch to new and current clients as part of its ongoing business plan. RGCL has continued to expand into new marketing spaces, offering current clients a broader range of services based on the core principle of delivering engaging content. RGCL's latest market offering, AgencyInside, an in-house marketing consultancy service, is helping clients develop strategy and expertise internally, enabling greater collaboration value with agencies. RGCL's main growth strategy for the financial year ending 2025 and beyond will be to offer a wider range of services to our long-standing clients, leveraging our unique understanding of their customers. RGCL is also continuing to evaluate opportunities that would enhance its portfolio of client services, such as the acquisition of staff or companies. The Directors believe the current challenging, uncertain global trading conditions will continue adversely influencing prospects and current work. Despite the harsh trading conditions, RGCL has secured new clients of various sizes since the balance sheet date while transitioning to a manageable cost base. The directors believe the business will continue to be a going concern and return to growth in 2026, as detailed in note 3.
Principal risks and uncertainties
The Company considers the following to be its principal risks; this table sets out the key risks that have been identified, with the company's approach to mitigating those risks: Access to Capital (moderate risk) The RGCL has an moderate level of exposure to price, credit, liquidity, and cash flow risks arising from trading activities. RGCL generates cash that is available for re-investment and has proven experience in delivering. RH&CL has been able to raise debt financing for investment in AgencyInside. Customer Credit Risk (moderate risk) RGCL requires secure cashflows from customers to enable delivery of projects. RGCL has standard terms. These require clients to fund costs by invoicing for 50% of projects upfront, at the planning stage, reducing the exposure to the Company. Most clients are on 30 day terms and the Company has no or low levels of Bad Debts. All new clients are subject to credit checks and current clients are monitored periodically. Pricing Risk (moderate risk) Customers are regularly challenging RGCL to keep costs at a minimum. RGCL is committed to reducing costs and maintaining value for money for all its clients. This has allowed RH&CL to remain competitive in its pricing strategy. Product Failure (moderate risk) RGCL as a full marketing service provider and creator of content are exposed to reputation risk through professional error. Each project is delivered to a tight deadline where all content, production and delivery needs are fulfilled. RGCL has rigorous internal processes to ensure product failure is kept at a minimum. Foreign Exchange (low risk) Most of the Company's income and expenditure is within the UK, generating no foreign exchange risk. RGCL mitigates the small risk by matching Euro costs with Euro received funds. The board periodically review FX exposure and review on a client by client basis when required.
Key performance indicators
The company considers the most significant key performance indicators (KPI's) are financial. The Company does use other operational KPI's which are focused on individual client agreed KPI's. The Company operates in a single segment and one geographical location, being the
River Group Content Limited
offices in London.
This report was approved by the board of directors on 26 June 2025 and signed on behalf of the board by:
Registered office: |
32-38 2nd Floor |
Saffron Hill |
London |
United Kingdom |
EC1N 8FH |
|
River Group Content Limited |
|
Year ended 30 September 2024
The directors present their report and the financial statements of the company for the year ended
30 September 2024
.
Directors
The directors who served the company during the year were as follows:
G P Love |
|
J P Garford |
|
N S Murphy |
|
K J Amess |
(Resigned
27 March 2024) |
|
|
On 27 March 2024, K Amess resigned as director. Subsequent to year end, on 1 October 2024, N P D Winks was appointed as director, and on 29 December 2024,
J P Garford
resigned as director.
Dividends
The directors do not recommend the payment of a dividend.
Disclosure of information in the strategic report
A strategic report is included in these accounts in accordance with section 414C(11) of the Companies Act 2006.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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.
Disclosure of information to auditors
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
26 June 2025
and signed on behalf of the board by:
Registered office: |
32-38 2nd Floor |
Saffron Hill |
London |
United Kingdom |
EC1N 8FH |
|
River Group Content Limited |
|
Independent Auditor's Report to the Members of
River Group Content Limited |
|
Year ended 30 September 2024
Opinion
We have audited the financial statements of River Group Content Limited (the 'company') for the year ended 30 September 2024 which comprise the statement of income and retained earnings, statement of financial position 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 30 September 2024 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 year for which the financial statements are prepared is consistent with the financial statements; and
-
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the 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: - We obtained an understanding of the Company's business, controls, legal and regulatory frameworks, laws and regulations and assessed the susceptibility of the Company's financial statements to material misstatement from irregularities, including fraud, are instances of non-compliance with laws and regulations. - Based on this understanding we designed our audit procedures to detecting irregularities, including fraud. Testing undertaken included making enquiries on the management; journal entry testing; review of bank audit letters, contractual agreements and any correspondence received from regulatory bodies; reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. These procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. 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.
Terrence Bourne |
(Senior Statutory Auditor) |
|
For and on behalf of |
Moore Kingston Smith LLP |
Chartered Accountants & statutory auditor |
10 Orange Street |
London |
United Kingdom |
WC2H 7DQ |
|
26 June 2025
River Group Content Limited |
|
Statement of Income and Retained Earnings |
|
Year ended 30 September 2024
|
2024 |
2023 |
Note |
£ |
£ |
Turnover |
4 |
6,207,808 |
7,118,470 |
|
|
|
|
Cost of sales |
(
3,404,209) |
(
3,432,469) |
|
------------ |
------------ |
Gross profit |
2,803,599 |
3,686,001 |
|
|
|
Administrative expenses |
(
4,062,146) |
(
3,611,835) |
Other operating income |
5 |
100,830 |
60,000 |
|
|
------------ |
------------ |
Operating (loss)/profit |
6 |
(
1,157,717) |
134,166 |
|
|
|
|
|
------------ |
------------ |
(Loss)/profit before taxation |
(
1,157,717) |
134,166 |
|
|
|
Tax on (loss)/profit |
10 |
106,400 |
(
106,400) |
|
------------ |
--------- |
(Loss)/profit for the financial year and total comprehensive income |
(
1,051,317) |
27,766 |
|
------------ |
--------- |
|
|
|
|
Retained earnings at the start of the year |
427,798 |
400,032 |
|
--------- |
--------- |
Retained (losses)/earnings at the end of the year |
(
623,519) |
427,798 |
|
--------- |
--------- |
|
|
|
All the activities of the company are from continuing operations.
River Group Content Limited |
|
Statement of Financial Position |
|
30 September 2024
Fixed assets
Intangible assets |
11 |
502,403 |
628,004 |
Tangible assets |
12 |
23,275 |
92,765 |
|
--------- |
--------- |
|
525,678 |
720,769 |
|
|
|
|
Current assets
Debtors |
13 |
1,785,255 |
1,553,311 |
Cash at bank and in hand |
651,772 |
533,624 |
|
------------ |
------------ |
|
2,437,027 |
2,086,935 |
|
|
|
|
Creditors: amounts falling due within one year |
14 |
(
3,386,124) |
(
2,379,806) |
|
------------ |
------------ |
Net current liabilities |
(
949,097) |
(
292,871) |
|
--------- |
--------- |
Total assets less current liabilities |
(
423,419) |
427,898 |
|
|
|
|
Creditors: amounts falling due after more than one year |
15 |
(
200,000) |
– |
|
--------- |
--------- |
Net (liabilities)/assets |
(
623,419) |
427,898 |
|
--------- |
--------- |
|
|
|
|
Capital and reserves
Called up share capital |
17 |
100 |
100 |
Profit and loss account |
(
623,519) |
427,798 |
|
--------- |
--------- |
Shareholders (deficit)/funds |
(
623,419) |
427,898 |
|
--------- |
--------- |
|
|
|
|
These financial statements were approved by the
board of directors
and authorised for issue on
26 June 2025
, and are signed on behalf of the board by:
Company registration number:
11080280
River Group Content Limited |
|
Notes to the Financial Statements |
|
Year ended 30 September 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 32-38 2nd Floor, Saffron Hill, London, EC1N 8FH, United Kingdom.
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
The company's loss before tax was £1,158k for the period (2023: profit before tax £134k), and its net liabilities were £623k at the balance sheet date (2023: net assets £428k). The Group relocated to new premises in August 2024, saving approximately £650k in rent, rates, and service charges per year. The Group successfully secured a payment plan for the rates on the old premises, thereby settling all outstanding arrears, without significant impact on the cash position. The parent company is River Holdings and Content Limited as disclosed in the "Controlling Party" note. Directors have reviewed forecasts, cashflows and performance, and additionally have considered that the group has access to further finance drawdowns and director / shareholder support, and on this basis see no issues with meeting obligations as they fall due. Consequently, the directors have concluded that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of these accounts and therefore have prepared the financial statements on a going concern basis.
Disclosure exemptions
The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of River Holdings and Content Limited which can be obtained from its registered office. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) Disclosures in respect of each class of share capital have not been presented (b) No cash flow statement has been presented for the company (c) No disclosure has been given for the aggregate remuneration of key management personnel (d) Disclosures in respect of financial instruments have not been presented
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 areas that have been identified requiring a degree of judgement, and where assumptions and estimates are significant to the financial information are as below: Amortisation - Amortisation is recognised in line with the intangible fixed asset policy, and is recognised at a rate that is deemed to correctly reflect the useful economic life of the asset in question. Depreciation - Depreciation is recognised in line with the tangible fixed asset policy, and is recognised at a rate that is deemed to correctly reflect the useful economic life of the asset in question. Work in Progress - Work in progress is billed to a project in line with an estimate of the time spent on the project.
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 on publications 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 on publications 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.
Taxation
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.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
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 10 years.
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 |
- |
10% 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 |
- |
Depreciated over the lifetime of the lease |
|
Fixtures and fittings |
- |
20% straight line |
|
Computer Equipment |
- |
33% 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.
Financial instruments
A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
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.
4.
Turnover
Turnover arises from:
|
2024 |
2023 |
|
£ |
£ |
Rendering of services |
6,207,808 |
7,118,470 |
|
------------ |
------------ |
|
|
|
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5.
Other operating income
|
2024 |
2023 |
|
£ |
£ |
Management charges receivable |
40,000 |
– |
Other operating income |
60,830 |
60,000 |
|
--------- |
-------- |
|
100,830 |
60,000 |
|
--------- |
-------- |
|
|
|
6.
Operating (loss)/profit
Operating profit or loss is stated after charging/crediting:
|
2024 |
2023 |
|
£ |
£ |
Amortisation of intangible assets |
125,601 |
125,601 |
Depreciation of tangible assets |
79,945 |
72,371 |
Impairment of trade debtors |
35,159 |
111,302 |
Research and development expenditure written off |
3,593 |
6,485 |
Foreign exchange differences |
(
338) |
114 |
|
--------- |
--------- |
|
|
|
7.
Auditor's remuneration
|
2024 |
2023 |
|
£ |
£ |
Fees payable for the audit of the financial statements |
23,500 |
23,500 |
|
-------- |
-------- |
|
|
|
Fees payable to the company's auditor and its associates for other services:
Taxation compliance services |
3,000 |
3,000 |
|
-------- |
-------- |
|
|
|
8.
Staff costs
The average number of persons employed by the company during the year, including the directors, amounted to:
|
2024 |
2023 |
|
No. |
No. |
Number of other staff |
43 |
48 |
|
---- |
---- |
|
|
|
The aggregate payroll costs incurred during the year, relating to the above, were:
|
2024 |
2023 |
|
£ |
£ |
Wages and salaries |
2,129,293 |
2,239,176 |
Social security costs |
232,991 |
255,414 |
Other pension costs |
70,549 |
70,732 |
|
------------ |
------------ |
|
2,432,833 |
2,565,322 |
|
------------ |
------------ |
|
|
|
9.
Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
|
2024 |
2023 |
|
£ |
£ |
Remuneration |
343,935 |
368,531 |
Company contributions to defined contribution pension plans |
32,515 |
33,125 |
|
--------- |
--------- |
|
376,450 |
401,656 |
|
--------- |
--------- |
|
|
|
The number of directors who accrued benefits under company pension plans was as follows:
|
2024 |
2023 |
|
No. |
No. |
Defined contribution plans |
4 |
4 |
|
---- |
---- |
|
|
|
Remuneration of the highest paid director in respect of qualifying services:
|
2024 |
2023 |
|
£ |
£ |
Aggregate remuneration |
123,893 |
133,987 |
Company contributions to defined contribution pension plans |
7,884 |
7,884 |
|
--------- |
--------- |
|
131,777 |
141,871 |
|
--------- |
--------- |
|
|
|
10.
Tax on (loss)/profit
Major components of tax (income)/expense
Current tax:
UK current tax expense |
– |
106,400 |
Adjustments in respect of prior periods |
(
106,400) |
– |
|
--------- |
--------- |
Total current tax |
(
106,400) |
106,400 |
|
--------- |
--------- |
|
--------- |
--------- |
Tax on (loss)/profit |
(
106,400) |
106,400 |
|
--------- |
--------- |
|
|
|
Reconciliation of tax (income)/expense
The tax assessed on the (loss)/profit on ordinary activities for the year is higher than (2023: higher than) the
standard rate of corporation tax in the UK
of
25
% (2023:
22.01
%).
|
2024 |
2023 |
|
£ |
£ |
(Loss)/profit on ordinary activities before taxation |
(
1,157,717) |
134,166 |
|
------------ |
--------- |
(Loss)/profit on ordinary activities by rate of tax |
(
289,429) |
29,530 |
Effect of expenses not deductible for tax purposes |
47,315 |
50,683 |
Effect of capital allowances and depreciation |
45,653 |
40,119 |
Effect of group relief |
– |
(
13,932)
|
Effect of losses carried back and other adjustments |
90,061 |
– |
|
------------ |
--------- |
Tax on (loss)/profit |
(
106,400) |
106,400 |
|
------------ |
--------- |
|
|
|
11.
Intangible assets
|
Goodwill |
|
£ |
Cost |
|
At 1 October 2023 and 30 September 2024 |
1,455,077 |
|
------------ |
Amortisation |
|
At 1 October 2023 |
827,073 |
Charge for the year |
125,601 |
|
------------ |
At 30 September 2024 |
952,674 |
|
------------ |
Carrying amount |
|
At 30 September 2024 |
502,403 |
|
------------ |
At 30 September 2023 |
628,004 |
|
------------ |
|
|
12.
Tangible assets
|
Long leasehold property |
Fixtures and fittings |
Computer Equipment |
Total |
|
£ |
£ |
£ |
£ |
Cost |
|
|
|
|
At 1 October 2023 |
237,760 |
38,995 |
71,654 |
348,409 |
Additions |
– |
732 |
9,723 |
10,455 |
Disposals |
(
237,760) |
(
16,289) |
(
52,834) |
(
306,883) |
|
--------- |
-------- |
-------- |
--------- |
At 30 September 2024 |
– |
23,438 |
28,543 |
51,981 |
|
--------- |
-------- |
-------- |
--------- |
Depreciation |
|
|
|
|
At 1 October 2023 |
192,380 |
15,852 |
47,412 |
255,644 |
Charge for the year |
45,380 |
12,459 |
22,106 |
79,945 |
Disposals |
(
237,760) |
(
16,289) |
(
52,834) |
(
306,883) |
|
--------- |
-------- |
-------- |
--------- |
At 30 September 2024 |
– |
12,022 |
16,684 |
28,706 |
|
--------- |
-------- |
-------- |
--------- |
Carrying amount |
|
|
|
|
At 30 September 2024 |
– |
11,416 |
11,859 |
23,275 |
|
--------- |
-------- |
-------- |
--------- |
At 30 September 2023 |
45,380 |
23,143 |
24,242 |
92,765 |
|
--------- |
-------- |
-------- |
--------- |
|
|
|
|
|
13.
Debtors
|
2024 |
2023 |
|
£ |
£ |
Trade debtors |
696,614 |
844,290 |
Amounts owed by group undertakings |
134,443 |
39,129 |
Prepayments and accrued income |
587,758 |
275,422 |
Corporation tax repayable |
5,141 |
– |
Directors loan account |
12,377 |
1,488 |
Other debtors |
348,922 |
392,982 |
|
------------ |
------------ |
|
1,785,255 |
1,553,311 |
|
------------ |
------------ |
|
|
|
14.
Creditors:
amounts falling due within one year
|
2024 |
2023 |
|
£ |
£ |
Trade creditors |
429,754 |
586,563 |
Accruals and deferred income |
1,952,686 |
1,128,434 |
Corporation tax |
– |
214,486 |
Social security and other taxes |
452,394 |
149,677 |
Other creditors |
551,290 |
300,646 |
|
------------ |
------------ |
|
3,386,124 |
2,379,806 |
|
------------ |
------------ |
|
|
|
15.
Creditors:
amounts falling due after more than one year
|
2024 |
2023 |
|
£ |
£ |
Loans due |
200,000 |
– |
|
--------- |
---- |
|
|
|
The loan is repayable in September 2027.
16.
Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £
70,549
(2023: £
70,732
).
17.
Called up share capital
Issued, called up and fully paid
|
2024 |
2023 |
|
No. |
£ |
No. |
£ |
Ordinary shares of £ 1 each |
100 |
100 |
100 |
100 |
|
---- |
---- |
---- |
---- |
|
|
|
|
|
18.
Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
|
2024 |
2023 |
|
£ |
£ |
Not later than 1 year |
124,991 |
– |
Later than 1 year and not later than 5 years |
238,620 |
– |
|
--------- |
---- |
|
363,611 |
– |
|
--------- |
---- |
|
|
|
19.
Charges on assets
On 27 April 2018, a charge was registered over the assets of the company to secure the interest of the following party:
- HSBC Bank PLC
20.
Directors' advances, credits and guarantees
During the year the directors entered into the following advances and credits with the company:
|
2024 |
|
|
Balance brought forward |
Advances/ (credits) to the directors |
Balance outstanding |
|
|
£ |
£ |
£ |
|
N S Murphy |
1,488 |
10,889 |
12,377 |
|
|
------- |
-------- |
-------- |
|
|
|
|
|
|
2023 |
|
|
Balance brought forward |
Advances/ (credits) to the directors |
Balance outstanding |
|
|
£ |
£ |
£ |
|
N S Murphy |
2,334 |
(
846) |
1,488 |
|
|
------- |
---- |
------- |
|
|
|
|
|
21.
Related party transactions
As a wholly owned subsidiary, where the company's results are included in the consolidated statements of River Holdings and Content Limited, the company is exempt from the requirement to disclose transactions with other group companies. During the year, £58,000 (2023: £60,000) was charged to Maven Communications Limited, a fellow subsidiary of River Holdings and Content Limited, in respect of rent and service charges, and £40,000 (2023: £nil) was charged in respect of management services. At the year end, £112,669 (2023: £752) was receivable from Maven Communications Limited. There were no other related party transactions in the current or preceding year.
22.
Controlling party
During the period, the company was wholly owned by
River Holdings And Content Limited
. The registered address of River Holdings And Content Limited
is 32-38 2nd Floor, Saffron Hill, London, England, EC1N 8FH
. The ultimate controlling party is N S Murphy
.