ACCOUNTS - Final Accounts preparation

Registered number: 04696249

The River Club Limited

Financial statements

Information for filing with the registrar

For the Year Ended 31 August 2025

The River Club Limited

Registered number: 04696249

Statement of financial position

As at 31 August 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	5		1,821,475		711,836
Investments			50		-
			1,821,525		711,836
Current assets
Debtors: amounts falling due within one year	7	3,839,052		1,339,214
Cash at bank and in hand	8	113,974		34,647
		3,953,026		1,373,861
Creditors: amounts falling due within one year	9	(4,293,793)		(776,649)
Net current (liabilities)/assets			(340,767)		597,212
Total assets less current liabilities			1,480,758		1,309,048

Net assets			1,480,758		1,309,048

Capital and reserves
Called up share capital	250	200
Share premium account	172,458	172,458
Profit and loss account	1,308,050	1,136,390
	1,480,758	1,309,048

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 31 August 2026.

Sampath Kumar Mallaya

Director

The notes on pages 4 to 13 form part of these financial statements.

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The River Club Limited

Registered number: 04696249

Statement of financial position (continued)

As at 31 August 2025

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The River Club Limited

Statement of changes in equity

For the Year Ended 31 August 2025

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 September 2023	200	172,458	827,704	1,000,362
Comprehensive income for the year
Profit for the year	-	-	308,686	308,686
Total comprehensive income for the year	-	-	308,686	308,686

At 1 September 2024	200	172,458	1,136,390	1,309,048
Comprehensive income for the year
Profit for the year	-	-	171,660	171,660
Total comprehensive income for the year	-	-	171,660	171,660
Contributions by and distributions to owners
Shares issued during the year	50	-	-	50
Total transactions with owners	50	-	-	50
At 31 August 2025	250	172,458	1,308,050	1,480,758

The notes on pages 4 to 13 form part of these financial statements.

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

1.	General information

The River Club Limited is a company, limited by shares, registered in England and Wales. The company's registration number is 04696249 and has its registered office address at The River Club, Old Malden Lane, Old Malden, Surrey, KT4 7PX.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:

∙the Company has transferred the significant risks and rewards of ownership to the buyer;

∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the transaction; and

∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.3

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.4

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.5

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.7

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.8

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property	-	1%	Straight Line
Leasehold Improvements	-	1%	Straight Line
Plant and machinery	-	25%	Straight line
Computer equipment	-	25%	Straight Line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

2.Accounting policies (continued)

2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management are required to make estimates and judgments which may materially affect reported income, expenses, assets, liabilities or disclosure of contingent assets and liabilities, and the valuation of investment properties, which were based on open market transactions. The estimates and assumptions are reviewed on an on-going basis and are based on historical experience and other factors that are considered to be relevant. Revision to accounting estimates are recognised in the period in which the estimate is revised.

Employees

The average monthly number of employees, including directors, during the year was 24 (2024 - 24).

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		The River Club Limited

Notes to the financial statements For the Year Ended 31 August 2025

Tangible fixed assets

	Freehold property	Plant and machinery	Fixtures and fittings	Office equipment	Work in progress	Total
	£	£	£	£	£	£
Cost or valuation
At 1 September 2024	572,482	242,585	269,247	18,136	103,297	1,205,747
Additions	50,000	-	-	-	21,005	71,005
Transfers intra group	1,082,029	-	-	-	-	1,082,029
At 31 August 2025	1,704,511	242,585	269,247	18,136	124,302	2,358,781
Depreciation
At 1 September 2024	67,621	139,799	269,247	17,244	-	493,911
Charge for the year on owned assets	11,135	31,627	-	633	-	43,395
At 31 August 2025	78,756	171,426	269,247	17,877	-	537,306
Net book value
At 31 August 2025	1,625,755	71,159	-	259	124,302	1,821,475

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

6.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	Additions	50
	At 31 August 2025	50

Debtors

					2025	2024
					£	£


Trade debtors	500	-
Amounts owed by group undertakings	-	376,923
Other debtors	3,781,085	936,079
Prepayments and accrued income	57,467	26,212
	3,839,052	1,339,214

8.	Cash and cash equivalents
		2025	2022
		£	£

Cash at bank and in hand	113,974	34,647
	113,974	34,647

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

9.	Creditors: Amounts falling due within one year
		2025	2024
		£	£

Bank loans	3,430,000	-
Trade creditors	126,009	440,490
Corporation tax	124,278	132,124
Other taxation and social security	148,889	48,754
Other creditors	8,812	82,170
Accruals and deferred income	455,805	73,111
	4,293,793	776,649

The following liabilities were secured:
	2025	2024
	£	£


Bank loans	3,430,000	-
	3,430,000	-

Details of security provided:

Bank loans are secured by a first fixed and floating debenture over the property of Kingston house 3 southbank Thames ditton KT7 0UD. 3 soutbank portsmouth road long ditton KT7 4XR.
Bank loans carry interest at annual tracker rate equal to 7.80% + Bank of England Base Rate (BBR) which is equal to a monthly coupon of 0.65% + BBR. The loans is repayable in full on the maturity.

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

10.

Contingent liabilities

The Company has entered into a joint guarantee with group companies. The companies have jointly agreed to guarantee the net bank borrowings of each other. The loan outstanding balances as at 30 August 2025 of £30 million were repaid in full from the proceeds of new loan as summarised below:

∙Portsmouth Town Property Limited: £16,489,707

∙The Warren House Property Limited: £2,297,249

∙Portsmouth Road Apartments Limited: £8,674,010

∙The River Club Property Limited: £3,514,034

The following companies have provided corporate Guarantee for the above facility:

∙The Borrowers and

∙Portsmouth House Property Limited

∙Sun Hotel Limited

∙Warren House Hotels Limited

∙Sun TV UK Limited

∙The River Club Limited

∙Samko Service Limited

∙Asgard Ventures Limited

11.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £7,683 (2024: £7,419). Contributions totaling £3,264 (2024: £4,218) were payable to the fund at the reporting date and are included in creditors.

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

12.

Related party transactions

The Company has taken advantage of exemption available under Sec 399 of the Companies Act 2006, from the preparation of consolidated accounts as the group headed by the company being small.
During the year, a company under common control charged management fee of £400,000 (2024: £88,000) to the company and amount due at year end of £400,000 (2024: £8,000), which is included in accruals. Trade creditors includes £Nil (2024: £244,500) for the unpaid management fees from a connected company.

During the year, the Company has provided various advances totaling £3,990,339 (2024: £125,939) to a Company under common control and received £646,368 (2024: £71,471). Amount receivable at year end of £3,780,335 (2024: £436,363) is included in other debtors. There are interest free unsecured advances which are repayable on demand.
During the year, the Company repaid £Nil (2024: £322,1814) and received £Nil (2024: £84,341) from a connected companies. At balance sheet date, amounts owed to the connected companies were £3,476 (2024: £3,476) which are included in other creditors. These are unsecured and interest free advances which are repayable on demand.
During the year, the Company has paid £Nil (2024: £Nil) on behalf of the director for the purchase of property and settled during the year, the year end balance was £Nil (2024: £835,855). The property has been transferred to the company during the year. Also, director has provided various advances to the company and amount owed to the director at year end was £Nil (2024: £40,483).

13.	Business restructure
	On 27 February 2025, the company acquired 100% shares in Schools for You Ltd (Company number: 04687278), following a group restructuring of companies under common control by the director, Mr Sampath Kumar Mallaya who is the ultimate controlling party of group. As part of the same restructuring, Schools for You Ltd transferred its' assets and liabilities to the company. The Director considers the hive up to be a group reconstruction. In accordance with FRS 102 and the accounting policy adopted for group reconstruction, the transfer has been recognised at existing carrying values of the assets and liabilities transferred, with no goodwill recognised. Assets and laibilities of Schools for You Ltd on the date of acquisition were as below;

		£

	Fixed assets	1,082,029
	Current assets	82,018
	Less: Creditors	(963,017)
	Net Assets	201,030

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The River Club Limited

Notes to the financial statements

For the Year Ended 31 August 2025

14.	Post balance sheet events
	After the year end, the Company transferred its freehold properties to a fellow group undertaking as part of an internal group restructuring. The ultimate ownership and control of the group remained unchanged following the transfer. After the reporting date, the company has repaid the bank loan in full from the proceeds of new loan.

15.	Controlling party

The company is controlled by Mr Sampath Kumar Mallaya by virtue of his shareholding in the share capital of the company.

16.	Auditors' information

The auditors' report on the financial statements for the year ended 31 August 2025 was unqualified.

The audit report was signed on 31 August 2026 by Janak Raj Pokhrel (Senior statutory auditor) on behalf of Mantax Lynton.

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