River Software Limited Company accounts

COMPANY REGISTRATION NUMBER: 04243900

River Software Limited

Financial Statements

31 December 2025

River Software Limited

Financial Statements

Year ended 31 December 2025

Contents	Page

Strategic report	1

Directors' report	3

Independent auditor's report to the members	5

Statement of comprehensive income	9

Statement of financial position	10

Statement of changes in equity	11

Statement of cash flows	12

Notes to the financial statements	13

River Software Limited

Strategic Report

Year ended 31 December 2025

Introduction River Software Limited (trading as Rippl) provides an award-winning employee recognition, reward, and benefits platform specifically designed to unify deskless and decentralised teams. Under the leadership of CEO Will Roberts, appointed in April 2025, the company has delivered a resilient performance characterised by high customer retention. Rippl continues to bridge the gap for frontline and remote workforces through a highly customisable platform available on desktop, iOS, and Android. The company's success in FY25 was further validated by winning two prestigious industry titles: "Employee Benefits Provider of the Year" and "Best Technology Provider of the Year". Operational Review and Market Position Rippl's mission is to empower employers to connect and value siloed teams through a solution that delivers measurable impact. Supported by growth capital from Stonehage Fleming, Rippl continues to drive platform innovation and deliver a measurable return on investment for customers through improved employee engagement and retention. The FY25 award wins were judged by a diverse panel of global People and Commercial leaders, affirming Rippl's status as a market-leading product.

Strategy & Future Developments The primary strategic objective is to establish Rippl as a fully standalone entity, independent of River Software Holdings Limited. This evolution is intended to provide operational autonomy through streamlined decision making and facilitating access to further capital for scaling enterprise services. Rippl remains committed to being the platform of choice for large-scale, deskless workforces by integrating recognition, rewards and benefits into a single, intuitive experience. Financial Key Performance Indicators The financial results for FY25 reflect a significant structural transition within the River Group.

	2025	2024
	£	£
Turnover	12,340	21,592
Gross Profit	1,498	2,261
Gross Profit %	12	10

Note: FY24 figures represent an extended 15-month period (September to December), whereas FY25 represents a standard 12-month period. The year-on-year change in turnover and gross profit is primarily attributed to two factors: * Entity Restructuring: At the end of FY24, Loop Enterprise Software was established as a separate legal entity and removed from River Software Limited 's financial reporting for FY25 * Reporting Period: Comparison is drawn against a 15-month transitional period in FY24 Despite these adjustments, the underlying business remains strong, with a material increase in Annual Contract Values (ACV) and average contract lengths.

Principle Risks & Uncertainties The HR technology market is highly competitive, with ongoing pricing pressure, commoditisation, and new entrants. Sales cycles in mid-market and enterprise segments can be lengthy, creating revenue timing volatility. Customer retention is central to the financial model, with churn risk a key focus of the customer success function. Platform reliability and security are critical to customer trust, supported by ongoing investment in our technology and business continuity processes. Compliance with UK GDPR and evolving AI regulation requires continuous attention. Growth plans depend on retaining key personnel across commercial, product, and engineering functions in a competitive talent market. As a growth-stage business, additional capital may be required; liquidity risk is managed through disciplined forecasting and active investor engagement. While broader macroeconomic conditions may influence customer spending, the Directors consider underlying demand for employee engagement solutions to be resilient across economic cycles.

This report was approved by the board of directors on 29 June 2026 and signed on behalf of the board by:

P Dunk

Director

River Software Limited

Directors' Report

Year ended 31 December 2025

The directors present their report and the financial statements of the company for the year ended 31 December 2025 .

Directors

The directors who served the company during the year were as follows:

Mr C Spalding
P Dunk
Mr R Hill
Mr T Hipperson
Mr S Read	(Resigned 26 August 2025)

Dividends

The directors do not recommend the payment of a dividend.

Disclosure of information in the strategic report

The company has chosen in accordance with section 414C(11) of the Companies Act 2006(Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments and accounting estimates that are reasonable and prudent; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information.

This report was approved by the board of directors on 29 June 2026 and signed on behalf of the board by:

P Dunk

Director

River Software Limited

Independent Auditor's Report to the Members of River Software Limited

Year ended 31 December 2025

Opinion

We have audited the financial statements of River Software Limited (the 'company') for the year ended 31 December 2025 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - the financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Our approach was as follows: We obtained an understanding of the legal and regulatory requirements applicable to the company and considered the most significant are the Companies Act 2006 and UK Financial reporting Standards. We obtained an understanding of how the company complies with these regulations by discussions with management. We assessed the risk of material misstatement of the financial statements, including the risk of material missstatement due to fraud and how it might occur, by holding discussions with management. We inquired of management as to any known instances of non-compliance or suspected non-compliance with laws and regulations. Based on this understanding, we designed specific audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and obtaining corroborative evidence as required. . As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

James Harper

(Senior Statutory Auditor)

For and on behalf of

Harper Sheldon Limited

Chartered accountants & statutory auditor

Midway House

Staverton Technology Park

Herrick Way, Staverton

Cheltenham, Glos.

GL51 6TQ

29 June 2026

River Software Limited

Statement of Comprehensive Income

Year ended 31 December 2025

			Period from
		Year to	1 Oct 23 to
		31 Dec 25	31 Dec 24
Note		£	£
Turnover	4	12,340,220	21,592,244

Cost of sales	10,842,132	19,330,860
	-------------	-------------
Gross profit	1,498,088	2,261,384

Administrative expenses		1,749,515	4,815,266
Exceptional administrative expenses		246,046	–
		------------	------------
Operating loss	5	( 497,473)	( 2,553,882)

Other interest receivable and similar income	8	537	–
Interest payable and similar expenses	9	69,747	34,944
		------------	------------
Loss before taxation		( 566,683)	( 2,588,826)

Tax on loss	10	( 141,940)	( 334,224)
		---------	------------
Loss for the financial year and total comprehensive income		( 424,743)	( 2,254,602)
		---------	------------

All the activities of the company are from continuing operations.

River Software Limited

Statement of Financial Position

31 December 2025

	2025	2024
Note	£	£

Fixed assets

Intangible assets	11	244,814	350,475
Tangible assets	12	7,557	46,490
		---------	---------
		252,371	396,965

Current assets

Debtors	13	1,439,034	1,755,191
Cash at bank and in hand		148,652	204,394
		------------	------------
		1,587,686	1,959,585

Creditors: amounts falling due within one year	14	2,845,825	2,925,118
		------------	------------
Net current liabilities		1,258,139	965,533
		------------	---------
Total assets less current liabilities		( 1,005,768)	( 568,568)

Provisions	15	1,889	14,346
		------------	---------
Net liabilities		( 1,007,657)	( 582,914)
		------------	---------

Capital and reserves

Called up share capital	18	1	1
Share premium account	19	1,849,999	1,849,999
Profit and loss account	19	( 2,857,657)	( 2,432,914)
		------------	------------
Shareholders deficit		( 1,007,657)	( 582,914)
		------------	------------

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.

These financial statements were approved by the board of directors and authorised for issue on 29 June 2026 , and are signed on behalf of the board by:

P Dunk

Director

Company registration number: 04243900

River Software Limited

Statement of Changes in Equity

Year ended 31 December 2025

	Called up share capital	Share premium account	Other reserves, including the fair value reserve	Profit and loss account	Total
	£	£	£	£	£
At 1 October 2023	1	–	416,506	( 594,819)	( 178,312)

Loss for the year				( 2,254,602)	( 2,254,602)
	----	----	---------	------------	------------
Total comprehensive income for the year	–	–	–	( 2,254,602)	( 2,254,602)

Issue of shares	1	1,849,999	–	–	1,850,000
Cancellation of subscribed capital	( 1)	–	–	1	–
Exercise of options, rights and warrants	–	–	( 416,191)	416,191	–
Forfeited options, rights and warrants	–	–	(315)	315	–
	----	------------	---------	------------	------------
Total investments by and distributions to owners	–	1,849,999	( 416,506)	416,507	1,850,000

At 31 December 2024	1	1,849,999	–	( 2,432,914)	( 582,914)

Loss for the year				( 424,743)	( 424,743)
	----	------------	---------	------------	------------
Total comprehensive income for the year	–	–	–	( 424,743)	( 424,743)

	----	------------	---------	------------	------------
At 31 December 2025	1	1,849,999	–	( 2,857,657)	( 1,007,657)
	----	------------	---------	------------	------------

River Software Limited

Statement of Cash Flows

Year ended 31 December 2025

	2025	2024
	£	£

Cash flows from operating activities

Loss for the financial year	( 424,743)	( 2,254,602)

Adjustments for:
Depreciation of tangible assets	2,935	22,538
Amortisation of intangible assets	99,986	189,072
Other interest receivable and similar income	( 537)	–
Interest payable and similar expenses	69,747	34,944
Tax on loss	( 141,940)	( 334,224)
Accrued expenses	596,206	28,485

Changes in:
Trade and other debtors	( 236,589)	567,776
Trade and other creditors	( 780,025)	( 375,091)
	---------	------------
Cash generated from operations	( 814,960)	( 2,121,102)

Interest paid	( 69,747)	( 34,944)
Interest received	537	–
Tax received	129,483	320,687
	---------	------------
Net cash used in operating activities	( 754,687)	( 1,835,359)
	---------	------------

Cash flows from investing activities

Purchase of tangible assets	( 713)	( 38,830)
Proceeds from sale of tangible assets	42,386	–
	---------	------------
Net cash from/(used in) investing activities	41,673	( 38,830)
	---------	------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	–	1,850,000
Purchase of own shares	–	1
Proceeds from loans from group undertakings	657,272	44,455
	---------	------------
Net cash from financing activities	657,272	1,894,456
	---------	------------

Net (decrease)/increase in cash and cash equivalents	( 55,742)	20,267
Cash and cash equivalents at beginning of year	204,394	184,127
	---------	---------
Cash and cash equivalents at end of year	148,652	204,394
	---------	---------

River Software Limited

Notes to the Financial Statements

Year ended 31 December 2025

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Midway House, Herrick Way, Staverton Technology Park, Staverton, Cheltenham, GL51 6TQ, England.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

At the balance sheet date the company had net assets of (£1,007,657) (2024: (£583,914)) having made a profit / (loss) for the year after taxation of (£424,743) (2024: (£2,254,602)). The directors have considered the appropriateness of the going concern basis of preparation, bearing in mind the company's future trading prospects, current financial position and adequacy of existing and future financing facilities. The company has net current liabilities and is therefore reliant on its financing facilities, the company uses an invoice discounting facility. The Directors are confident that the financing facilities are sufficient to meet the future financing needs and as such are confident the company will continue to trade for the foreseeable future.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The judgements that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Revenue recognition - Revenue and costs have been recognised based on management assessment of stage of completion for each project. Share based payments - Employees and Directors receive remuneration in the form of equity settled share based payments whereby employees render services in exchange for shares or rights over shares. The fair value of the services received in exchange for the grant of options or shares is recognised as an expense, recognised on a straight line basis over the vesting period, and determined by reference to the fair value of the options or shares determined at the grant date. Share options are valued using the Black-Scholes option pricing model. Non-market based vesting conditions are included in the assumptions about the number of options that are expected to become exercisable or the number of shares that the employee will ultimately receive. This estimate is revised at each Statement of financial position date to allow for leaving employees, and the difference is charged or credited to profit or loss, with a corresponding adjustment to reserves.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that it is probable the expenses recognised will be recovered.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill	-	11% straight line
Development costs	-	33% straight line
Patents, trademarks and licences	-	25% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Research and development

Research expenditure is written off in the period in which it is incurred. Development expenditure incurred is capitalised as an intangible asset only when all of the following criteria are met: - It is technically feasible to complete the intangible asset so that it will be available for use or sale; - There is the intention to complete the intangible asset and use or sell it; - There is the ability to use or sell the intangible asset; - The use or sale of the intangible asset will generate probable future economic benefits; - There are adequate technical, financial and other resources available to complete the development and to use or sell the intangible asset; and - The expenditure attributable to the intangible asset during its development can be measured reliably. Expenditure that does not meet the above criteria is expensed as incurred.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Long leasehold property	-	20% straight line
Fixtures and fittings	-	25% straight line
Equipment	-	25 % straight line

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Rendering of services	12,340,220	21,592,244
	-------------	-------------

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

5. Operating loss

Operating profit or loss is stated after charging:

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Amortisation of intangible assets	94,761	189,072
Depreciation of tangible assets	13,678	22,538
Foreign exchange differences	1,981	1,729
	--------	---------

6. Staff costs

The average number of persons employed by the company during the year, including the directors, amounted to:

	2025	2024
	No.	No.
Production staff	35	63
	----	----

The aggregate payroll costs incurred during the year, relating to the above, were:

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Wages and salaries	1,516,391	4,612,804
Social security costs	191,499	519,774
Other pension costs	64,930	161,041
	------------	------------
	1,772,820	5,293,619
	------------	------------

7. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Remuneration	128,187	465,823
Company contributions to defined contribution pension plans	6,856	28,086
	---------	---------
	135,043	493,909
	---------	---------

Remuneration of the highest paid director in respect of qualifying services:

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Aggregate remuneration	68,687	264,064
	--------	---------

8. Other interest receivable and similar income

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Interest on bank deposits	537	–
	----	----

9. Interest payable and similar expenses

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Interest on banks loans and overdrafts	39,902	1,137
Other interest payable and similar charges	29,845	33,807
	--------	--------
	69,747	34,944
	--------	--------

10. Tax on loss

Major components of tax income

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£

Current tax:

UK current tax income	( 124,444)	( 320,687)
Adjustments in respect of prior periods	( 5,039)	–
	---------	---------
Total current tax	( 129,483)	( 320,687)
	---------	---------

Deferred tax:

Origination and reversal of timing differences	( 12,457)	( 13,537)
	---------	---------
Tax on loss	( 141,940)	( 334,224)
	---------	---------

Reconciliation of tax income

The tax assessed on the loss on ordinary activities for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25 % (2024: 25 %).

		Period from
	Year to	1 Oct 23 to
	31 Dec 25	31 Dec 24
	£	£
Loss on ordinary activities before taxation	( 566,683)	( 2,588,826)
	---------	------------
Loss on ordinary activities by rate of tax	( 141,673)	( 647,207)
Adjustment to tax charge in respect of prior periods	( 5,039)	–
Effect of expenses not deductible for tax purposes	–	18,760
Effect of capital allowances and depreciation	–	( 1,244)
Unused tax losses	17,229	–
Timing differences	(12,457)	(13,537)
R&D claim	–	309,004
	---------	------------
Tax on loss	( 141,940)	( 334,224)
	---------	------------

11. Intangible assets

	Goodwill	Development costs	Patents, trademarks and licences	Total
	£	£	£	£
Cost
At 1 January 2025	837,108	1,830,137	2,994	2,670,239
Additions	–	–	–	–
Transfers	–	(60,457)	–	(60,457)
	---------	------------	-------	------------
At 31 December 2025	837,108	1,769,680	2,994	2,609,782
	---------	------------	-------	------------
Amortisation
At 1 January 2025	497,527	1,819,243	2,994	2,319,764
Charge for the year	94,767	5,219	–	99,986
Transfers	–	(54,782)	–	(54,782)
	---------	------------	-------	------------
At 31 December 2025	592,294	1,769,680	2,994	2,364,968
	---------	------------	-------	------------
Carrying amount
At 31 December 2025	244,814	–	–	244,814
	---------	------------	-------	------------
At 31 December 2024	339,581	10,894	–	350,475
	---------	------------	-------	------------

12. Tangible assets

	Long leasehold property	Fixtures and fittings	Equipment	Total
	£	£	£	£
Cost
At 1 January 2025	5,304	38,060	184,917	228,281
Additions	–	–	713	713
Disposals	–	( 27,771)	( 14,615)	( 42,386)
	-------	--------	---------	---------
At 31 December 2025	5,304	10,289	171,015	186,608
	-------	--------	---------	---------
Depreciation
At 1 January 2025	5,304	14,726	161,761	181,791
Charge for the year	–	713	7,739	8,452
Transfers	–	(5,150)	(6,042)	(11,192)
	-------	--------	---------	---------
At 31 December 2025	5,304	10,289	163,458	179,051
	-------	--------	---------	---------
Carrying amount
At 31 December 2025	–	–	7,557	7,557
	-------	--------	---------	---------
At 31 December 2024	–	23,334	23,156	46,490
	-------	--------	---------	---------

13. Debtors

	2025	2024
	£	£
Trade debtors	658,268	631,363
Amounts owed by group undertakings	491,921	–
Prepayments and accrued income	78,169	690,748
Corporation tax repayable	124,444	320,688
Directors loan account	20,000	20,000
Other debtors	66,232	92,392
	------------	------------
	1,439,034	1,755,191
	------------	------------

14. Creditors: amounts falling due within one year

	2025	2024
	£	£
Trade creditors	28,745	416,820
Amounts owed to group undertakings	701,727	44,455
Accruals and deferred income	1,437,833	1,506,263
Social security and other taxes	406,302	640,283
Other creditors	13,858	317,297
Santander ID Facility	257,360	–
	------------	------------
	2,845,825	2,925,118
	------------	------------

Included within creditors is £257,360 (2023: £nil) in respect of an invoice discounting facility. This facility is secured by a cross guarantee and debenture, which includes a fixed and floating charge, by and between all group companies over all of the groups assets and liabilities by Santander Bank PLC. In addition the facility is secured against a deed of undertaking relating to life insurance policies totalling £1,000,000 and personal guarantees provided by the directors totalling £550,000.

15. Provisions

	Deferred tax (note 16)
	£
At 1 January 2025	14,346
Charge against provision	( 12,457)
	--------
At 31 December 2025	1,889
	--------

16. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2025	2024
	£	£
Included in provisions (note 15)	1,889	14,346
	-------	--------

The deferred tax account consists of the tax effect of timing differences in respect of:

	2025	2024
	£	£
Accelerated capital allowances	1,889	14,346
	-------	--------

17. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 64,930 (2024: £ 161,041 ).

18. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
Ordinary shares of £ 1 each	1	1	1	1
	----	----	----	----

19. Reserves

Profit and loss account - This reserve records retained earnings and accumulated losses. Share based payment reserve - This reserve is the company's accumulated charge in respect of share based payments recognised in the profit & loss.

20. Analysis of changes in net debt

	At 1 Jan 2025	Cash flows	At 31 Dec 2025
	£	£	£
Cash at bank and in hand	204,394	(55,742)	148,652
Debt due within one year	(44,455)	(657,272)	(701,727)
	---------	---------	---------
	159,939	( 713,014)	( 553,075)
	---------	---------	---------

River Software Limited

Notes to the Financial Statements (continued)

Year ended 31 December 2025

21. Directors' advances, credits and guarantees

During the year the directors entered into the following advances and credits with the company:

	Balance brought forward and outstanding
	2025	2024
	£	£
P Dunk	20,000	20,000
	--------	--------

22. Controlling party

The ultimate parent undertaking of the company is River Software (Holdings) Limited, a company incorporated in England and Wales. A copy of the parent company's accounts can be obtained from Griffin house, 135 high Street, Crawley, West Sussex RH10 1DQ. It is the opinion of the directors that there is no ultimate controlling party.