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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: Mr T C Windsor
Mr R N Lewis
Ms S Sturgess
Mr E Layt
Miss K Cope
Mr D Beynon
Mr R Badley



SECRETARY:



REGISTERED OFFICE: 2 Express Networks
3 George Leigh Street
Manchester
Greater Manchester
M4 6BD



REGISTERED NUMBER: 14110235 (England and Wales)



SENIOR STATUTORY AUDITOR: Steven John Collings FCCA



AUDITORS: Leavitt Walmsley Associates Limited
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:





Mr T C Windsor - Director


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.

Mr T C Windsor
Mr R N Lewis
Ms S Sturgess

Other changes in directors holding office are as follows:

Mr E Layt - appointed 1 November 2023
Miss K Cope - appointed 1 November 2023
Mr D Beynon - appointed 1 November 2023
Mr R Badley - appointed 1 November 2023

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:





Mr T C Windsor - Director


22 May 2025

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.




Steven John Collings FCCA (Senior Statutory Auditor)
for and on behalf of Leavitt Walmsley Associates Limited
Chartered Certified Accountants and
Statutory Auditors
8 Eastway
Sale
Cheshire
M33 4DX

22 May 2025

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 1,120,430 1,701,166
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 1,532,410 1,532,410
1,532,410 1,532,410

CURRENT ASSETS
Debtors 13 100 100
NET CURRENT ASSETS 100 100
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,532,510

1,532,510

CAPITAL AND RESERVES
Called up share capital 17 15,100 15,100
Merger reserve 18 1,517,410 1,517,410
SHAREHOLDERS' FUNDS 1,532,510 1,532,510

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 22 May 2025 and were signed on its behalf by:





Mr T C Windsor - Director


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 15,100 - 1,516,410 1,531,510

Changes in equity
Dividends - (1,600,000 ) - (1,600,000 )
Total comprehensive income - 1,600,000 1,000 1,601,000
Balance at 31 October 2023 15,100 - 1,517,410 1,532,510

Changes in equity
Dividends - (1,300,000 ) - (1,300,000 )
Total comprehensive income - 1,300,000 - 1,300,000
Balance at 31 October 2024 15,100 - 1,517,410 1,532,510

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Long leasehold - 2% on cost
Improvements to property - 20% on cost and 10% on cost
Fixtures and fittings - 33% on cost

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
111 123

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 1,532,410
NET BOOK VALUE
At 31 October 2024 1,532,410
At 31 October 2023 1,532,410


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 100 100 100 100
Prepayments and accrued income 1,248,321 1,347,498 - -
5,351,246 5,142,066 100 100

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: £    £   
15,100 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 1,517,410
Profit for the year 1,300,000 1,300,000
Dividends (1,300,000 ) (1,300,000 )
At 31 October 2024 - 1,517,410 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.