REGISTERED NUMBER: 14110235 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
For The Year Ended |
31 October 2024 |
for |
SMRS GROUP LIMITED |
REGISTERED NUMBER: 14110235 (England and Wales) |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
For The Year Ended |
31 October 2024 |
for |
SMRS GROUP LIMITED |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Contents of the Consolidated Financial Statements |
For The Year Ended 31 October 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Statement of Directors' Responsibilities | 6 |
Report of the Independent Auditors | 7 |
Consolidated Profit and Loss Account | 11 |
Consolidated Other Comprehensive Income | 12 |
Consolidated Balance Sheet | 13 |
Company Balance Sheet | 14 |
Consolidated Statement of Changes in Equity | 15 |
Company Statement of Changes in Equity | 16 |
Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Financial Statements | 19 |
SMRS GROUP LIMITED |
Company Information |
For The Year Ended 31 October 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Steven John Collings FCCA |
AUDITORS: |
Chartered Certified Accountants and |
Statutory Auditors |
8 Eastway |
Sale |
Cheshire |
M33 4DX |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Group Strategic Report |
For The Year Ended 31 October 2024 |
The directors present their strategic report of the company and the group for the year ended 31 October 2024. |
REVIEW OF BUSINESS |
SMRS Group Ltd was established in 2022 to act as a holding company for the shares of SMRS Limited. SMRS Group Ltd is, therefore, a non-trading company. The company was incorporated at the time that the shareholders purchased the 25% shareholding in SMRS Ltd that had previously been held by Dentsu Manchester Ltd. |
Development and performance of the group during the year |
2023/4 presented challenging market conditions. Despite these economic conditions resulting in a downturn in some KPIs, it was a successful year in relation to achieving a number of core strategic objectives. |
Our core work systems of Culture, Brand and Communications were fully embedded through the alignment of our people, restructured reporting and operations, and a brand refresh and simplified proposition. To allow for global growth we also optimised marketing and CRM systems allowing for advanced marketing and communications. Through this implementation, we were able to diversify into new global markets. |
We also developed and rolled out a robust and frequent system of internal cultural measurement and improvement, supported by new internal communications and alignment initiatives. |
Our financial KPIs were impacted by a downturn in economic activity, aggressive pricing and discounting strategies employed by competition, and negative net retention of large contracts. |
Whilst the latest results reflect the economic conditions of the last year, the group continues to be focused on strong future growth and has implemented a number of key strategies to deliver that. |
Key performance indicators |
The directors use a number of key performance indicators (KPIs) to monitor the performance of the group and include: |
2024 | 2023 |
£ | + / - % | £ |
Turnover v previous year | 24,258,957 | -21.0% | 30,711,791 |
Total gross profit v previous year | 8,915,895 | -21.7% | 11,388,686 |
Operating profit v previous year | 856,061 | -60.9% | 2,191,701 |
The year has delivered a strong performance considering prevailing market and economic conditions. The directors will be using the same KPI's for the 2024/25 financial year. |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Group Strategic Report |
For The Year Ended 31 October 2024 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The economy |
Whilst some clients continue to operate under financial pressure, and some clients and industries are facing limited growth, we continually adapt the way we work and who we work with to ensure we protect our staff, our position and our clients. |
Through the diversification of our work systems, and broader distribution of geographical clients, we reduce the risk of being overly dependent upon one revenue stream or market. |
Regular analysis of all areas of our business are conducted to ensure we continue to operate in a way that protects our business. |
Financial risk management |
We continually review all financial management processes each year to identify areas for improvement. We continue to improve our credit control systems and processes, supporting them with appropriate resources. We have continued to invest resource and training in our financial reporting and forecasting processes to ensure early warning of changes to planned business performance are identified and acted upon. We do not foresee any significant risk going forward. |
Price risk |
Our revenue streams are now heavily driven by our fees for our creative, strategic, insight, consultancy and other added value services. We continually assess our time, efficiency and pricing strategies to ensure that we are offering clients exceptional value for our services and that our pricing is in line with our cost base. |
Credit risk |
We closely monitor all debt and ensure that all applicable work carried out is covered by credit insurance. This credit risk is discussed at all management meetings with action taken should it be required. |
Liquidity risk |
We closely review business forecasts on an ongoing basis to ensure we minimise liquidity and cash flow risks. |
ON BEHALF OF THE BOARD: |
22 May 2025 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Report of the Directors |
For The Year Ended 31 October 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 October 2024. |
DIVIDENDS |
Interim dividends per share were paid as follows: |
£1,000,000 | - 7 November 2023 |
£300,000 | - 15 July 2024 |
£1,300,000 |
The directors recommend that no final dividend be paid. |
The total distribution of dividends for the year ended 31 October 2024 will be £ 1,300,000 . |
RESEARCH AND DEVELOPMENT |
We continue to maintain our market position by appreciably improving client processes, attempting new processes, and developing innovative new solutions. Our research project into what goes on behind data supplied by multiple sources and how they can be linked together to produce rich aggregate data for the benefit of clients has improved our understanding of this sector. Our continuing investment will further enhance this understanding. |
FUTURE DEVELOPMENTS |
Future developments and position of the group at the year end |
To drive growth, the Board have been allocated clear areas of responsibility. Through the development of action-orientated activities, the pace of change will be accelerated, with clear accountability for delivery and success. |
As we move into the next financial year, we enter with a number of newly won, large-scale, long-term contracts. We are also seeing contract and project confidence and spending to return to previous levels, with signs of growth across Culture, Brand and Communications in new regions and markets. |
This year has shown our group's capacity for rapid adaptation, while supporting the identification of areas for improvement and optimisation. This work has paved the way for strategic initiatives aimed at driving sustained future growth. We have established the foundations to deliver our long-term objectives, while responding effectively to the evolving industry landscape. We are equipped to take our proposition to a larger, more valuable global market. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
FINANCIAL INSTRUMENTS |
The group enters into financial instruments in the ordinary course of business as follows: |
Financial assets measured at amortised cost |
- Investments in unlisted entities |
- Trade and sundry debtors |
- Amounts due from related parties |
- Cash and bank balances |
Financial liabilities measured at amortised cost |
- Trade and sundry creditors |
- Accruals and deferred income |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Report of the Directors |
For The Year Ended 31 October 2024 |
GOING CONCERN |
Despite the impact the economic circumstances had on our performance, we continue to see demand for our services across the sectors in which we operate. |
Through the adaptation and bolstering of our offering, and by entering more geographical markets, we enter the next year in a position to return to the strong business performance that we have seen over recent years. |
By analysing our client base, future revenue projections and new business pipeline we are confident that we will drive strong business performance in the coming year and have no hesitation in concluding that the group is a going concern. |
DISCLOSURE IN THE STRATEGIC REPORT |
In accordance with s414c(11), Sch 7, Companies Act 2006, the group has chosen to set out in the group's strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. It has done so in respect of: |
(a) Financial risk management objectives and policies |
(b) Information on exposure to the economy, financial risk management, price risk, credit risk and liquidity risk |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
AUDITORS |
The auditors, Leavitt Walmsley Associates Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Statement of Directors' Responsibilities |
For The Year Ended 31 October 2024 |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
Report of the Independent Auditors to the Members of |
SMRS Group Limited |
Opinion |
We have audited the financial statements of SMRS Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2024 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report, the Report of the Directors and the Statement of Directors' Responsibilities, but does not include the financial statements and our Report of the Auditors thereon. |
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 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 the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
SMRS Group Limited |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
SMRS Group Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We obtained an understanding of the legal and regulatory framework applicable to the group together with the industry in which it operates. We considered the risk of acts by the group which were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one from error, as fraud may involve deliberate concealment by (for example) forgery or intentional misrepresentations, or through collusion. |
We focussed on laws and regulations which could give rise to a risk of material misstatement in the financial statements including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and reviews of correspondence, in particular correspondence from legal advisers. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. |
As in all our audits, we addressed the risk of management override of internal controls, including testing journal entries and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. |
As part of an audit in accordance with ISAs (UK), we exercise professional judgement 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 's group's internal control. |
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. |
- Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Report of the Auditors 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 Report of the Auditors. However, future events or conditions may cause the group 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. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Report of the Independent Auditors to the Members of |
SMRS Group Limited |
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 a Report of the Auditors 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. |
for and on behalf of |
Chartered Certified Accountants and |
Statutory Auditors |
8 Eastway |
Sale |
Cheshire |
M33 4DX |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Consolidated |
Profit and Loss Account |
For The Year Ended 31 October 2024 |
31.10.24 | 31.10.23 |
Notes | £ | £ |
TURNOVER | 3 | 24,258,957 | 30,711,791 |
Cost of sales | 15,343,062 | 19,323,105 |
GROSS PROFIT | 8,915,895 | 11,388,686 |
Administrative expenses | 8,059,834 | 9,196,985 |
OPERATING PROFIT | 5 | 856,061 | 2,191,701 |
Interest receivable and similar income | 187,381 | 17,245 |
PROFIT BEFORE TAXATION | 1,043,442 | 2,208,946 |
Tax on profit | 7 | (76,988 | ) | 507,780 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 1,120,430 | 1,701,166 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Consolidated |
Other Comprehensive Income |
For The Year Ended 31 October 2024 |
31.10.24 | 31.10.23 |
Notes | £ | £ |
PROFIT FOR THE YEAR | 1,120,430 | 1,701,166 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
1,120,430 |
1,701,166 |
Total comprehensive income attributable to: |
Owners of the parent | 1,120,430 | 1,701,166 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Consolidated Balance Sheet |
31 October 2024 |
31.10.24 | 31.10.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 | 1,249,554 | 1,396,926 |
Investments | 11 | 27,998 | - |
1,277,552 | 1,396,926 |
CURRENT ASSETS |
Stocks | 12 | 85,636 | 55,529 |
Debtors | 13 | 5,351,246 | 5,142,066 |
Cash at bank | 5,274,600 | 6,385,070 |
10,711,482 | 11,582,665 |
CREDITORS |
Amounts falling due within one year | 14 | 10,434,084 | 11,224,777 |
NET CURRENT ASSETS | 277,398 | 357,888 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
1,554,950 |
1,754,814 |
PROVISIONS FOR LIABILITIES | 16 | 43,516 | 63,810 |
NET ASSETS | 1,511,434 | 1,691,004 |
CAPITAL AND RESERVES |
Called up share capital | 17 | 15,100 | 15,100 |
Merger reserve | 18 | (1,485,000 | ) | (1,485,000 | ) |
Retained earnings | 18 | 2,981,334 | 3,160,904 |
SHAREHOLDERS' FUNDS | 1,511,434 | 1,691,004 |
The financial statements were approved by the Board of Directors and authorised for issue on 22 May 2025 and were signed on its behalf by: |
Mr T C Windsor - Director |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Company Balance Sheet |
31 October 2024 |
31.10.24 | 31.10.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Merger reserve | 18 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 1,300,000 | 1,600,000 |
The financial statements were approved by the Board of Directors and authorised for issue on |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Consolidated Statement of Changes in Equity |
For The Year Ended 31 October 2024 |
Called up |
share | Retained | Merger | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 November 2022 | 15,100 | 3,059,738 | (1,485,000 | ) | 1,589,838 |
Changes in equity |
Dividends | - | (1,600,000 | ) | - | (1,600,000 | ) |
Total comprehensive income | - | 1,701,166 | - | 1,701,166 |
Balance at 31 October 2023 | 15,100 | 3,160,904 | (1,485,000 | ) | 1,691,004 |
Changes in equity |
Dividends | - | (1,300,000 | ) | - | (1,300,000 | ) |
Total comprehensive income | - | 1,120,430 | - | 1,120,430 |
Balance at 31 October 2024 | 15,100 | 2,981,334 | (1,485,000 | ) | 1,511,434 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Company Statement of Changes in Equity |
For The Year Ended 31 October 2024 |
Called up |
share | Retained | Merger | Total |
capital | earnings | reserve | equity |
£ | £ | £ | £ |
Balance at 1 November 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 October 2023 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 October 2024 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Consolidated Cash Flow Statement |
For The Year Ended 31 October 2024 |
31.10.24 | 31.10.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 131,132 | 1,957,503 |
Tax paid | (87,345 | ) | (543,557 | ) |
Net cash from operating activities | 43,787 | 1,413,946 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (13,640 | ) | (91,192 | ) |
Purchase of fixed asset investments | (27,998 | ) | - |
Interest received | 187,381 | 17,245 |
Net cash from investing activities | 145,743 | (73,947 | ) |
Cash flows from financing activities |
Equity dividends paid | (1,300,000 | ) | (1,600,000 | ) |
Net cash from financing activities | (1,300,000 | ) | (1,600,000 | ) |
Decrease in cash and cash equivalents | (1,110,470 | ) | (260,001 | ) |
Cash and cash equivalents at beginning of year |
2 |
6,385,070 |
6,645,071 |
Cash and cash equivalents at end of year | 2 | 5,274,600 | 6,385,070 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Cash Flow Statement |
For The Year Ended 31 October 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.10.24 | 31.10.23 |
£ | £ |
Profit before taxation | 1,043,442 | 2,208,946 |
Depreciation charges | 161,012 | 160,139 |
Finance income | (187,381 | ) | (17,245 | ) |
1,017,073 | 2,351,840 |
(Increase)/decrease in stocks | (30,107 | ) | 18,980 |
Increase in trade and other debtors | (209,180 | ) | (62,345 | ) |
Decrease in trade and other creditors | (646,654 | ) | (350,972 | ) |
Cash generated from operations | 131,132 | 1,957,503 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 October 2024 |
31.10.24 | 1.11.23 |
£ | £ |
Cash and cash equivalents | 5,274,600 | 6,385,070 |
Year ended 31 October 2023 |
31.10.23 | 1.11.22 |
£ | £ |
Cash and cash equivalents | 6,385,070 | 6,645,071 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.11.23 | Cash flow | At 31.10.24 |
£ | £ | £ |
Net cash |
Cash at bank | 6,385,070 | (1,110,470 | ) | 5,274,600 |
6,385,070 | (1,110,470 | ) | 5,274,600 |
Total | 6,385,070 | (1,110,470 | ) | 5,274,600 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements |
For The Year Ended 31 October 2024 |
1. | STATUTORY INFORMATION |
SMRS Group Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with the provisions of FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention. |
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements have been rounded to the nearest £. |
Going concern |
At the time of approving these 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 these consolidated financial statements. |
Basis of consolidation |
The consolidated financial statements consist of the financial statements of the parent company, SMRS Group Ltd together with all entities controlled by the parent company (its subsidiaries). |
Group reconstructions |
Group reconstructions are accounted for using the merger method of accounting. Under the merger method of accounting, the carrying amounts of assets and liabilities of the parties to the combination are brought into the consolidated financial statements at book value (with appropriate adjustments, where necessary, to achieve uniformity of accounting policies). The results and cash flows of all the combining entities are brought into the financial statements of the group from the beginning of the financial year in which the combination occurred. |
All financial statements are made up to 31 October each year. All intra-group transactions, balances and unrealised gains and losses on transactions between group members are eliminated on consolidation. |
Business combinations |
For business combinations which do not meet the criteria to apply merger accounting, the purchase method of accounting is used. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The group has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirement of paragraph 33.7. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
2. | ACCOUNTING POLICIES - continued |
Critical accounting 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 for assets and liabilities as at the year end date and amounts reported for revenue and expenses during the year. However, the nature of the estimation is such that actual outcomes could differ from those estimates. The following judgements have the most significant effect on amounts recognised in the financial statements: |
Revenue recognition |
Judgement is required in selecting the appropriate timing and amount of revenue recognised. Revenue is only recognised when it can be reliably estimated using customer-specific information and, where there is a performance-related element, to the extent to which performance criteria have been met. |
Trade debtors |
The likelihood of collection of trade debtors also requires judgement to be applied. The group makes an assessment at each balance sheet date as to whether a provision for specific bad debts is required through a detailed review of individual customer balances. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Turnover represents the gross amount of billings for the group's provision of services in which media income is earned, together with fee income receivable. Media income is recognised either at the time the related advertisement appears, or on an ongoing basis as the related production progresses. Fees are recognised as income when they are earned in accordance with the agreement with clients. |
Tangible fixed assets |
Long leasehold | - |
Improvements to property | - |
Fixtures and fittings | - |
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs which are directly attributable in bringing the asset to its location and condition so that it is capable of operating in the manner intended by management. |
Residual values used in the calculation of depreciable amount are the expected amounts which would currently be obtained from disposal of assets, after deducting the estimated costs of disposal, if the assets were already of the age and in the condition expected at the end of their useful lives. |
Profits and losses on the disposal of fixed assets are included in the calculation of profit for the period. |
The directors assess the company's tangible assets for evidence of impairment at each reporting date. Where there are indicators of impairment, the directors calculate recoverable amount of the asset(s) and compare this with the carrying amount. If recoverable amount is lower than carrying amount, the asset is written down to recoverable amount by way of an impairment loss which is recognised in profit or loss for the period. Impairment losses are reversed when there is evidence that the reasons giving rise to the original impairment have ceased to apply. Impairment losses are reversed through profit and loss but only to the extent that the reversal does not increase the carrying amount of the asset to the amount which would have been stated, net of depreciation, had no impairment loss been recognised. |
Work in progress |
Work in progress is valued at the lower of cost and estimated selling price less costs to complete and sell. |
Cost is calculated using the hourly chargeout rates of staff involved in a specific project. |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The group has elected to apply (where applicable) the provisions of FRS 102, Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' to all of its financial instruments. |
Financial instruments are recognised when the group becomes a party to the contractual provisions of the instrument. |
Financial assets are offset, with 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 trade and other debtors, amounts owed by group undertakings and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently measured at amortised cost using the effective interest rate. The exception to this would be where the arrangement constitutes a financing arrangement - in which case, the financial asset is measured at the present value of the future receipts discounted at a market rate of interest. |
Impairment of financial assets |
Financial assets, other than those held at fair value through profit or loss, are assessed for indicators of impairment at each balance sheet date. |
Financial assets are impaired when 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. All impairment losses are 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 the carrying amount that would have been recognised had the impairment not previously been recognised. Impairment reversals are 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; |
- 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 a third party which is able to sell the asset in its entirety to an unrelated party. |
Classification of financial liabilities |
Financial liabilities (and equity instruments) are classified depending on the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including trade and other creditors and accrued expenses, are initially recognised at transaction price unless the arrangement constitutes a financing arrangement, where the debt instrument is then measured at the present value of the future payments discounted at a market rate of interest. |
Debt instruments are subsequently measured at amortised cost using the effective interest method. |
Derecognition of financial liabilities |
Financial liabilities are derecognised when, and only when, the group's contractual obligations are discharged, cancelled or they expire. |
Equity instruments |
Equity instruments issued by the group are recorded at the fair value of 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. |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Deferred tax is calculated using timing difference plus approach. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Employee benefits |
Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year with an associated expense in profit or loss. |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
31.10.24 | 31.10.23 |
£ | £ |
United Kingdom | 23,434,031 | 28,730,357 |
Rest of the world | 824,926 | 1,981,434 |
24,258,957 | 30,711,791 |
4. | EMPLOYEES AND DIRECTORS |
31.10.24 | 31.10.23 |
£ | £ |
Wages and salaries | 5,332,787 | 6,245,436 |
Social security costs | 590,692 | 707,925 |
Other pension costs | 160,734 | 202,600 |
6,084,213 | 7,155,961 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
31.10.24 | 31.10.23 |
Senior management | 7 | 7 |
Client operations | 37 | 47 |
Digital | 13 | 23 |
Research | 9 | 7 |
Support | 17 | 10 |
Sales and marketing | 4 | 5 |
Brand content and community | 19 | 20 |
Consultancy | 5 | 4 |
The average number of employees by undertakings that were proportionately consolidated during the year was 111 (2023 - NIL ) . |
31.10.24 | 31.10.23 |
£ | £ |
Directors' remuneration | 980,356 | 901,351 |
Directors' pension contributions to money purchase schemes | 29,382 | 42,448 |
Information regarding the highest paid director is as follows: |
31.10.24 | 31.10.23 |
£ | £ |
Emoluments etc | 330,431 | 321,358 |
Pension contributions to money purchase schemes | 9,996 | 9,996 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
31.10.24 | 31.10.23 |
£ | £ |
Depreciation - owned assets | 161,012 | 160,139 |
Foreign exchange differences | 207 | 54,773 |
Hire of plant and equipment | 11,402 | 16,161 |
Other operating lease rentals | 65,389 | 75,303 |
Deposit account interest | (187,381 | ) | (17,245 | ) |
6. | AUDITORS' REMUNERATION |
Fees payable to the group and company's auditor: |
For audit services: | 31.10.24 | 31.10.23 |
£ | £ |
Audit of the financial statements of the group and company | 4,000 | 3,500 |
Audit of the financial statements of the subsidiary | 16,000 | 15,000 |
20,000 | 18,500 |
For other services: |
Advisory services to the subsidiary | 13,779 | 15,295 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
7. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the profit for the year was as follows: |
31.10.24 | 31.10.23 |
£ | £ |
Current tax: |
UK corporation tax | (56,694 | ) | 523,861 |
Deferred tax | (20,294 | ) | (16,081 | ) |
Tax on profit | (76,988 | ) | 507,780 |
UK corporation tax has been charged at 25 % . |
Reconciliation of total tax (credit)/charge included in profit and loss |
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
31.10.24 | 31.10.23 |
£ | £ |
Profit before tax | 1,043,442 | 2,208,946 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25 %) |
260,861 |
552,237 |
Effects of: |
Expenses not deductible for tax purposes | 16,183 | 15,078 |
Depreciation in excess of capital allowances | 24,747 | 14,294 |
Adjustments to tax charge in respect of previous periods | (10,372 | ) | - |
Effect of change in UK tax rate on deferred tax | - | (57,748 | ) |
Movement on deferred tax | (19,523 | ) | (16,081 | ) |
R&D Tax credits | (348,884 | ) | - |
Total tax (credit)/charge | (76,988 | ) | 507,780 |
8. | INDIVIDUAL PROFIT AND LOSS ACCOUNT |
As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements. |
9. | DIVIDENDS |
31.10.24 | 31.10.23 |
£ | £ |
Ordinary A shares of £1 each | 1,300,000 | 1,600,000 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
Long | to | and |
leasehold | property | fittings | Totals |
£ | £ | £ | £ |
COST |
At 1 November 2023 | 1,695,415 | 3,600 | 1,195,722 | 2,894,737 |
Additions | - | - | 13,640 | 13,640 |
At 31 October 2024 | 1,695,415 | 3,600 | 1,209,362 | 2,908,377 |
DEPRECIATION |
At 1 November 2023 | 615,923 | 693 | 881,195 | 1,497,811 |
Charge for year | 34,183 | 360 | 126,469 | 161,012 |
At 31 October 2024 | 650,106 | 1,053 | 1,007,664 | 1,658,823 |
NET BOOK VALUE |
At 31 October 2024 | 1,045,309 | 2,547 | 201,698 | 1,249,554 |
At 31 October 2023 | 1,079,492 | 2,907 | 314,527 | 1,396,926 |
11. | FIXED ASSET INVESTMENTS |
Group |
Unlisted |
investments |
£ |
COST |
Additions | 27,998 |
At 31 October 2024 | 27,998 |
NET BOOK VALUE |
At 31 October 2024 | 27,998 |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 November 2023 |
and 31 October 2024 |
NET BOOK VALUE |
At 31 October 2024 |
At 31 October 2023 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
Details of the group's shares in group undertakings as at 31 October 2023 are as follows: |
Name of undertaking |
Registered office |
Class of shares held |
% held directly |
SMRS Ltd |
United Kingdom |
Ordinary |
100 |
The aggregate capital and reserves and profit for the year of the subsidiary are as follows: |
31.10.2024 | 31.10.2023 |
£ | £ |
Aggregate capital and reserves | 3,028,744 | 3,208,314 |
Profit for the year | 1,120,430 | 1,702,166 |
SMRS Ltd registered office is located at 2 Express Networks, 3 George Leigh Street, Manchester M4 6BD. |
12. | STOCKS |
Group |
31.10.24 | 31.10.23 |
£ | £ |
Work-in-progress | 85,636 | 55,529 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.10.24 | 31.10.23 | 31.10.24 | 31.10.23 |
£ | £ | £ | £ |
Trade debtors | 4,082,927 | 3,644,243 |
Other debtors | 19,898 | 38,798 |
VAT | - | 111,427 |
Called up share capital not paid | 100 | 100 |
Prepayments and accrued income | 1,248,321 | 1,347,498 |
5,351,246 | 5,142,066 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
31.10.24 | 31.10.23 |
£ | £ |
Trade creditors | 7,012,367 | 6,886,167 |
Tax | 137,562 | 281,601 |
Social security and other taxes | 128,252 | 172,222 |
VAT | 24,241 | - |
Other creditors | 38,979 | 86,459 |
Accruals and deferred income | 3,092,683 | 3,798,328 |
10,434,084 | 11,224,777 |
15. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
Group |
Non-cancellable operating | leases |
31.10.24 | 31.10.23 |
£ | £ |
Within one year | 89,976 | 34,729 |
Between one and five years | 60,489 | 33,410 |
150,465 | 68,139 |
16. | PROVISIONS FOR LIABILITIES |
Group |
31.10.24 | 31.10.23 |
£ | £ |
Deferred tax | 43,516 | 63,810 |
Group |
Deferred |
tax |
£ |
Balance at 1 November 2023 | 63,810 |
Credit to Profit and Loss Account during year | (20,294 | ) |
Balance at 31 October 2024 | 43,516 |
The deferred tax balance is expected to reverse over the next five years. |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.10.24 | 31.10.23 |
value: | £ | £ |
Ordinary | £1 | 15,100 | 15,100 |
18. | RESERVES |
Group |
Retained | Merger |
earnings | reserve | Totals |
£ | £ | £ |
At 1 November 2023 | 3,160,904 | (1,485,000 | ) | 1,675,904 |
Profit for the year | 1,120,430 | 1,120,430 |
Dividends | (1,300,000 | ) | (1,300,000 | ) |
At 31 October 2024 | 2,981,334 | (1,485,000 | ) | 1,496,334 |
SMRS GROUP LIMITED (REGISTERED NUMBER: 14110235) |
Notes to the Consolidated Financial Statements - continued |
For The Year Ended 31 October 2024 |
18. | RESERVES - continued |
Company |
Retained | Merger |
earnings | reserve | Totals |
£ | £ | £ |
At 1 November 2023 | 1,517,410 |
Profit for the year |
Dividends | ( |
) | ( |
) |
At 31 October 2024 | 1,517,410 |
Share capital |
Each share is entitled to one vote in any circumstance and carries a right to dividends. |
Retained earnings |
Retained earnings includes all current and prior period retained profits and losses attributable to the group. |
Merger reserve |
The merger reserve reflects the difference between the fair value of the assets acquired and the nominal value of the shares issued when the group was created subsequent to the 2021 restructure and buyback of shares in SMRS Ltd. |
19. | RELATED PARTY DISCLOSURES |
During the year, a total of key management personnel compensation of £ 1,659,394 (2023 - £ 1,772,437 ) was paid. |
20. | ULTIMATE CONTROLLING PARTY |
In the opinion of the directors, there is no one controlling party. |