The directors present the strategic report for the year ended 31 March 2025.
The group generated an operating loss of (£3,554k) (2024: Operating profit £4,640k). This reflects a reduction in turnover, primarily driven by significant external challenges. These factors contributed to greater caution in customer spending, resulting in lower volumes compared with the strong performance of previous years.
The principal reduction in turnover during the current financial year (2024–25) stems from the conclusion of an accelerated, one-off contract and associated rollout programme, combined with a higher proportion of lower-margin projects that were strategically accepted as longer term investment opportunities. The directors believe that the group’s financial performance is best assessed over a two-year period from 2023 to 2025, as this provides a more accurate reflection of underlying business strength. While the 2023–24 financial year benefited from the exceptional volume of the rollout programme, the two-year average demonstrates more modest and sustainable growth position.
Political developments, including the UK general election in July 2024, the resulting change in government, and subsequent delays in the national budget (announced in October 2024), also negatively impacted customer confidence and delayed decision-making, further contributing to reduced turnover. Despite these challenges, the group’s forward order book remains strong. It is underpinned by a balanced mix of longstanding client relationships and newly secured customer contracts, providing a solid foundation for returning to the levels of performance seen in prior years.
The group operates in a competitive market, where maintaining profit margins while upholding its reputation as a reliable and valued partner remains a continuing challenge.
There are no significant long-term financial commitments, and the group operates well within its agreed banking facilities. Trade debtors are closely monitored, and cash flow risk is mitigated through proactive planning and robust financial controls prior to project commencement.
Inflationary pressures on both material and labour costs have persisted over the past 24 months. However, the group has made significant progress in diversifying its supply chain, enabling it to mitigate cost pressures and maintain a competitive position in the tendering environment. Regular market reviews of both labour and materials ensure that the business secures competitive pricing.
Operational measures, including headcount reductions and tighter control of overheads, have also strengthened the group’s resilience.
While external uncertainties are expected to continue to affect the wider business environment in the short to medium term, the directors are confident that the group’s strong underlying qualities, diversified supply chain, and robust order book provide a solid platform for sustained competitiveness and a return to profitability in the next financial year.
The group uses a number of key performance indicators (KPI’s) to monitor the performance of the business and these are based around three key areas:
Turnover: | £17,171,847 | (2024: £40,833,891) |
Gross Profit %: | 22.16% | (2024: 32.61%) |
Net Profit %: | (20.70%) | (2024: 11.71%) |
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 March 2025.
The financial year has presented significant external challenges, shaped by political change, including new governments in both the UK and USA & ongoing conflicts in both the Ukraine and the Middle East. These factors have led to increased caution in customer expenditure, resulting in reduced volumes compared with the strong performance of previous years.
In response, the directors have taken decisive action to adapt the business to current market conditions. Key measures include a reduction in headcount, tighter control of overheads, and renewed investment in business development. Increased uncertainty in trading markets has led to significantly reduced turnover. The directors believe that performance should be assessed over a two-year period. The previous financial year (2023/24) included a one-off, high-value client rollout, which inflated revenue figures. When viewed together, the two-year period reflects a more gradual and consistent growth trajectory, aligned with historic performance.
During the year, our focus has been on rigorous cost planning, the introduction of new business values, and strict adherence to internal processes, all of which have helped mitigate the impact on operations. While these external pressures have inevitably affected the balance sheet, the group continues to respond to customer needs by delivering innovative and tailored solutions across both retail and commercial markets. The directors remain confident that the actions taken will support a return to profitability in the year ahead.
Although research and development activity is limited, we remain committed to adopting new technologies as they become relevant, and we have identified additional markets that present encouraging opportunities for future growth.
Our people remain at the centre of our strategy. We engaged an external consultant to identify opportunities for improvement and continued to invest in training and development to enhance the service we provide to customers. Recognising the increasing importance of artificial intelligence, the group is positioning itself at the forefront of initiatives designed to deliver greater efficiency. Over the past year, we have also enhanced our approach to cybersecurity, implementing more significant measures to reinforce the resilience of our operations.
Employee welfare is a key priority. Through our Employee Assistance Programme (EAP), we continue to offer a comprehensive package of benefits. This year we relaunched our employee forum, creating a platform for team members to hold the senior leadership team to account and drive practical, meaningful change across our business.
In line with the strong financial performance of the prior year, a significant dividend was paid at the beginning of the current financial year.
Ordinary dividends were paid amounting to £212,200. The directors do not recommend payment of a further dividend.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
We have audited the financial statements of RIH Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
The strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that 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 resulting 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 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 and enquiries with management. 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 also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £1,968,402.
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
RIH Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is George Smith Way, Lufton 2000 Business Park, Yeovil, Somerset, United Kingdom, BA22 8QR.
The group consists of RIH Group Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company RIH Group Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
Profit and loss accounts of foreign enterprises other than those recorded in pounds sterling are translated at the rates of exchange prevailing at the average exchange rate for the year. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.
The consolidated financial statements incorporate those of RIH Group Ltd and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). RIH Group Ltd incorporated in November 2023 and became parent of the Resolution group in May 2024 when the company acquired the share capital of Resolution Interiors Holdings Limited and other subsidiaries as part of a group reconstruction. Consequently the accounts have been prepared using the merger accounting method as permitted by FRS102 for group reconstructions. This means that the comparatives are stated as if the group had been in existence from the beginning of the comparative period albeit, the group came to being during the period to 31 March 2025. Under the FRS102 merger accounting method comparative figures are presented in order to provide a view of what the group's position and performance would have been if it at had existed from the beginning of the comparative period.
During the year the group disposed of one of its subsidiaries, Culdany Properties Limited in May 2024, by way of a distribution in specie of £2,055,002. The effect on the profit/(loss) of the group is not deemed material.
At the time of approving the financial statements, the directors acknowledge that the group has adequate resources to continue in operational existence for the foreseeable future. Significant action has been taken since the year end, and the directors are confident in the long term profitability of the group. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of design, sourcing and project management services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
No depreciation has been charged on the Freehold Property up until the point of disposal. This is due to the fact that the directors believe that the depreciation charge for the year and the accumulated depreciation are immaterial as the company has a policy and practice of regular maintenance and repairs in respect of the freehold property such that the asset is kept to its previously assessed standards of performance and as a result retains high residual value. The property is not likely to suffer from economic or technological obsolescence and the directors believe that the disposal proceeds would not be materially less than the carrying amount in the accounts.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Assets are depreciated over their useful economic lives, an estimate that assumes certain factors about the level of repairs, maintenance and replacement that is necessary to maintain the assets in good working order. The carrying amount of these assets as at 31 March 2025 was £357,208 (2024 - £471,512) and the depreciation charged in the year was £193,350 (2024 - £154,758).
Aged debt is constantly managed and the behavior of known bad debtors is reviewed throughout the year. Provisions are made where recovery is uncertain on a case by case basis and where other information comes to the attention of the company indicating that debtors may default. The carrying amount of trade debtors as at 31 March 2025 was £2,298,235 (2024 - £5,587,914), and the amount of the bad debt provision was £37,189 (2024 - £37,189).
Revenue from contracts for the provision of professional services is recognised by reference to stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is determined by comparing costs incurred, being materials and hourly staff rates, as a proportion of total costs budgeted. The carrying amount of amounts recoverable on contracts and work in progress as at 31 March 2025 was £498,318 (2024 - £2,177,534).
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 31 March 2025 are as follows:
All subsidiary undertakings listed above are included within the consolidated accounts. For the financial period ended 31 March 2025, Field Design Management Limited and Resolution Interiors Holdings Limited were entitled to exemption from audit under section 479A of the Companies Act 2006. A section 479C guarantee has been provided for these companies.
During the year a group reconstruction took place where Culdany Properties Limited left the group, thus that entity does not form part of the consolidated financial statements as at 31 March 2025.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Ordinary A and B shares rank pari passu. Both classes of share give the holders dividend rights, rights to the surplus assets of the company in the event of a winding-up, and the right to vote in general meetings.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Advances or credits have been granted by the group to its directors as follows: