FRS102 1A Filleted


Company registration number:						08533590
Rivers Birtwell Limited

Balance sheet
as at 30 September 2025

		30 Sep 25		30 Sep 24
	Note	£	£	£	£
Fixed assets
Tangible assets	5	258,284		101,558
Investments	6	-		3
Investment property	7	7,764,314		11,033,908
			8,022,598		11,135,469
Current assets
Debtors		2,793,689		2,297,438
Cash at bank and in hand		192,505		945,036
			2,986,194		3,242,474
Creditors: amounts falling due within one year			(3,092,159)		(2,162,847)
Net current (liabilities)/assets			(105,965)		1,079,627
Total assets less current liabilities			7,916,633		12,215,096
Creditors: Amounts falling due after more than one year			(9,354,325)		(11,468,012)
Provisions for liabilities			-		(360,766)
NET (LIABILITIES)/ASSETS			(1,437,692)		386,318

Capital and reserves
Called up share capital			60		60
Other reserves			2,977,855		4,132,675
Profit and loss account			(4,415,607)		(3,746,417)
TOTAL EQUITY			(1,437,692)		386,318


The company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies for the year ended 30 September 2025.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities to comply with the Companies Act 2006 in respect to accounting records and the preparation of financial statements.

1


Rivers Birtwell Limited

Notes to the financial statements
for the year ended 30 September 2025


1	Company information

	Rivers Birtwell Limited is a private company registered in England and Wales. Its registered number is 08533590. The company is limited by shares. Its registered office is 30 The Waterfront, Brighton Marina Village, Brighton, BN2 5WA.

2	Accounting policies

	Basis of preparing the financial statements
	These financial statements have been prepared in accordance with Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” including the provisions of Section 1A “Small Entities” and the Companies Act 2006. The financial statements have been prepared under the historic cost convention.

	Going concern
	The company had net liabilities of £1,437,692 at 30 September 2025. The directors have considered the company’s financial position, including its existing funding arrangements and the timing of repayment of amounts owed to investors and related parties. The directors are satisfied that the company has adequate resources to meet its liabilities as they fall due for at least 12 months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

	Turnover
	Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, Value Added Tax and other sales taxes.

	Tangible fixed assets
	Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

	Land and buildings:
	Short leasehold property	-	over the term of the lease
	Plant and machinery etc.:
	Office Equipment	-	20% straight line
	Motor vehicles	-	20% straight line
	Computer equipment	-	20% straight line

	Investments in subsidiaries
	Investments in subsidiaries are recognised at cost.

	Investment property
	Investment property is shown at its most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in profit or loss.

3


	Rivers Birtwell Limited

	Notes to the financial statements - continued
	for the year ended 30 September 2025

	2	Accounting policies - continued

		Taxation
		Taxation for the year comprises current and deferred taxation. Tax is recognised in the Profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

		Current or deferred taxation assets and liabilities are not discounted.

		Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

		Deferred taxation
		Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

		Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that been enacted or substantively enacted by the balance sheet date and that are expected to apply to the reversal of the timing difference.

		Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probably that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

		Retirement benefits
		The company operates a defined contribution pension scheme. Contributions payable to the company’s pension scheme are charged to profit and loss in the period to which they relate.

	3	Critical accounting judgements and estimates

		Investment property valuation The carrying value of the company’s investment property is based on its most recent valuation. The valuation involves judgement in determining appropriate assumptions, including market yields and future income expectations, and changes in market conditions could give rise to different valuations in future periods. Completed properties are measured at fair value at each reporting date in accordance with FRS 102 Section 16, with changes in fair value recognised in profit or loss, and the fair value at 30 September 2025 has been determined by the director using market evidence for similar properties in the area; no external valuer was engaged in the year. Properties under development are measured at cost less any impairment, as the director considers their fair value cannot be measured reliably without undue cost or effort during the redevelopment phase; these are remeasured to fair value on practical completion. At 30 September 2025, the historic cost of the company’s investment property (purchase price plus capitalised development expenditure) was £3,880,465 (2024: £5,610,300).

	4


Rivers Birtwell Limited

Notes to the financial statements - continued
for the year ended 30 September 2025

3	Critical accounting judgements and estimates - continued

	Deferred tax At the prior year balance sheet date, the company recognised a net deferred tax provision of £360,766, primarily comprising a liability on unrealised property gains offset by a deferred tax asset on accumulated losses. During the year, investment property was transferred to a fellow group company and the remaining portfolio was revalued downward, resulting in the full release of the provision. At the current balance sheet date, the company has accumulated tax losses and other timing differences which give rise to a potential net deferred tax asset. The directors have taken a prudent approach and have not recognised this asset, given the inherent uncertainty around the timing of future taxable profits against which these losses may be utilised.

4	Average number of employees

	During the year the average number of employees was 11 (2024 - 9).

5	Tangible fixed assets

		Land and buildings	Plant and machinery etc.	Totals
		£	£	£
	Cost
	At 1 October 2024	90,355	36,646	127,001
	Additions	191,532	30,468	222,000
	Impairments	-	(17,250)	(17,250)
	At 30 September 2025	281,887	49,864	331,751

	Depreciation
	At 1 October 2024	-	25,443	25,443
	Charge for year	44,045	3,979	48,024
	At 30 September 2025	44,045	29,422	73,467

	Net book value
	At 30 September 2025	237,842	20,442	258,284

	At 30 September 2024	90,355	11,203	101,558


5


Rivers Birtwell Limited

Notes to the financial statements - continued
for the year ended 30 September 2025

6	Fixed asset investments

	Investments other than loans

		Shares in group undertakings and participating interests
		£
	Cost
	At 1 October 2024	3
	Disposals	(3)
	At 30 September 2025	-

	Net book value
	At 30 September 2025	-

	At 30 September 2024	3


7	Investment property

		£
	Valuation
	At 1 October 2024	11,033,908
	Disposals	(1,729,834)
	Revaluations	(1,539,760)
	At 30 September 2025	7,764,314


8	Secured debts

	The company has secured borrowings which are secured over investment property.

9	Financial instruments

	The company’s financial instruments comprise cash at bank, trade and other debtors, and trade and other creditors. These are initially recognised at transaction price and subsequently measured at amortised cost.

10	Share capital

	At 30 September 2025 the share capital comprised 102 Ordinary A shares of £0.50 each, 12 Ordinary B shares of £0.50 each, and 6 Ordinary C shares of £0.50 each, amounting in aggregate to £60 (2024: £60). Called up share capital not paid at the balance sheet date was £9 (2024: £9)

6


	Rivers Birtwell Limited

	Notes to the financial statements - continued
	for the year ended 30 September 2025

	11	Related party transactions

		Rivers Birtwell Construction Ltd Subsidiary company During the year, Rivers Birtwell Construction Ltd transferred net assets totalling £19,665 (2024: recharged expenses of £70,690) to Rivers Birtwell Ltd following the closure of its business. At the balance sheet date, the intercompany balance was £Nil (2024: £9,466 due to Rivers Birtwell Construction Ltd). Modial Ltd Subsidiary company During the year, Rivers Birtwell Ltd charged management fees totalling £48,472 (2024: £51,000) to Modial Ltd. At the balance sheet date, the amount due from Modial Ltd was £9 (2024: £325,263 due to Modial Ltd). Charro Ltd Subsidiary company During the year, Rivers Birtwell Ltd charged management fees totalling £57,861 (2024: £46,000) to Charro Ltd. Investment properties with a book value of £1,729,834 were also transferred to Charro Ltd at book value and settled through the intercompany account. At the balance sheet date, the amount due to Charro Ltd was £757,978 (2024: £202,130). Ardra Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £51,056 (2024: £45,000) to Ardra Ltd. At the balance sheet date, the amount due to Ardra Ltd was £429,389 (2024: £185,450). RIB Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £16,574 (2024: £Nil) to RIB Ltd. At the balance sheet date, the amount due to RIB Ltd was £221,001 (2024: £Nil). Elandus Ltd Common director During the year, Rivers Birtwell Ltd continued to provide funding to Elandus Ltd and charged management fees totalling £5,483 (2024: recharged expenses of £618). At the balance sheet date, the amount due from Elandus Ltd was £577,476 (2024: £588,449). Iculous Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £39,373 (2024: £Nil) to Iculous Ltd. At the balance sheet date, the amount due to Iculous Ltd was £288,189 (2024: £Nil due from Iculous Ltd). Big Student House Ltd Common directors During the year, Big Student House Ltd charged agent and management fees, as well as recharging payroll totalling £108,597 (2024: £119,582) to Rivers Birtwell Ltd. Rivers Birtwell Ltd recharged expenses totalling £41,965 (2024: £19,975) to Big Student House Ltd. At the balance sheet date, the amount due from Big Student House Ltd was £179,587 (2024: £207,786). Amply Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £4,444 (2024: £Nil) to Amply Ltd. At the balance sheet date, the amount due from Amply Ltd was £18,117 (2024: £Nil). Cartra Ltd Common directors During the year, Rivers Birtwell Ltd accrued development fees totalling £301,975 (2024: management fees of £470,279) from Cartra Ltd. At the balance sheet date, the intercompany amount due from Cartra Ltd was £216 (2024: £470,279). The current-year development fee accrual is included separately within accrued income. Keep&Co Ltd Common directors During the year, Rivers Birtwell Ltd charged expenses totalling £240 (2024: £1,670) to Keep&Co Ltd. At the balance sheet date, the amount due from Keep&Co Ltd was £1,910 (2024: £1,670). Traq Ltd Common director During the year, Rivers Birtwell Ltd accrued development fees totalling £38,363 from Traq Ltd. At the balance sheet date, the intercompany amount due from Traq Ltd was £4,000. The development fee accrual is included separately within accrued income. The year-end intercompany balances are unsecured, interest-free and repayable on demand.

	7


	Rivers Birtwell Limited

	Notes to the financial statements - continued
	for the year ended 30 September 2025

	11	Related party transactions - continued

		Rivers Birtwell Construction Ltd Subsidiary company During the year, Rivers Birtwell Construction Ltd transferred net assets totalling £19,665 (2024: recharged expenses of £70,690) to Rivers Birtwell Ltd following the closure of its business. At the balance sheet date, the intercompany balance was £Nil (2024: £9,466 due to Rivers Birtwell Construction Ltd). Modial Ltd Subsidiary company During the year, Rivers Birtwell Ltd charged management fees totalling £48,472 (2024: £51,000) to Modial Ltd. At the balance sheet date, the amount due from Modial Ltd was £9 (2024: £325,263 due to Modial Ltd). Charro Ltd Subsidiary company During the year, Rivers Birtwell Ltd charged management fees totalling £57,861 (2024: £46,000) to Charro Ltd. Investment properties with a book value of £1,729,834 were also transferred to Charro Ltd at book value and settled through the intercompany account. At the balance sheet date, the amount due to Charro Ltd was £757,978 (2024: £202,130). Ardra Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £51,056 (2024: £45,000) to Ardra Ltd. At the balance sheet date, the amount due to Ardra Ltd was £429,389 (2024: £185,450). RIB Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £16,574 (2024: £Nil) to RIB Ltd. At the balance sheet date, the amount due to RIB Ltd was £221,001 (2024: £Nil). Elandus Ltd Common director During the year, Rivers Birtwell Ltd continued to provide funding to Elandus Ltd and charged management fees totalling £5,483 (2024: recharged expenses of £618). At the balance sheet date, the amount due from Elandus Ltd was £577,476 (2024: £588,449). Iculous Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £39,373 (2024: £Nil) to Iculous Ltd. At the balance sheet date, the amount due to Iculous Ltd was £288,189 (2024: £Nil due from Iculous Ltd). Big Student House Ltd Common directors During the year, Big Student House Ltd charged agent and management fees, as well as recharging payroll totalling £108,597 (2024: £119,582) to Rivers Birtwell Ltd. Rivers Birtwell Ltd recharged expenses totalling £41,965 (2024: £19,975) to Big Student House Ltd. At the balance sheet date, the amount due from Big Student House Ltd was £179,587 (2024: £207,786). Amply Ltd Common directors During the year, Rivers Birtwell Ltd charged management fees totalling £4,444 (2024: £Nil) to Amply Ltd. At the balance sheet date, the amount due from Amply Ltd was £18,117 (2024: £Nil). Cartra Ltd Common directors During the year, Rivers Birtwell Ltd accrued development fees totalling £301,975 (2024: management fees of £470,279) from Cartra Ltd. At the balance sheet date, the intercompany amount due from Cartra Ltd was £216 (2024: £470,279). The current-year development fee accrual is included separately within accrued income. Keep&Co Ltd Common directors During the year, Rivers Birtwell Ltd charged expenses totalling £240 (2024: £1,670) to Keep&Co Ltd. At the balance sheet date, the amount due from Keep&Co Ltd was £1,910 (2024: £1,670). Traq Ltd Common director During the year, Rivers Birtwell Ltd accrued development fees totalling £38,363 from Traq Ltd. At the balance sheet date, the intercompany amount due from Traq Ltd was £4,000. The development fee accrual is included separately within accrued income. The year-end intercompany balances are unsecured, interest-free and repayable on demand.

	12	Debtors

		Debtors comprise trade debtors, amounts owed by directors, amounts recoverable in respect of taxation, called up share capital not paid, prepayments and accrued income, and amounts owed by group undertakings.

	13	Other reserves

		Other reserves represent unrealised fair value gains on investment property recognised in profit or loss in accordance with FRS 102 Section 16. These gains are not regarded as distributable.

	14	Creditors – amounts falling due after more than one year

		The balance comprises bank loans secured over the company’s investment property and amounts owed to investors.

	15	Transactions with directors

		During the year, the company continued to provide loans to the directors. Interest is charged on the loans at the HMRC official rate, and the loans are repayable on demand. At the year end the directors owed £1,209,707 (2024: £734,823) to the company.

	16	Commitments under operating leases

		At 30 September 2025 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods: Not later than 1 year: £29,507 (2024: £20,000) Later than 1 year and not later than 5 years: £51,884 (2024: £60,000)

	8


	Company registration number:		08533590
	Rivers Birtwell Limited

	Balance sheet - continued
	as at 30 September 2025

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

	In accordance with Section 444 of the Companies Act 2006, the Profit and loss account has not been delivered to the Registrar.

	These financial statements were approved by the Board of directors and authorised for issue on 17 September 2026 and signed on its behalf by:

	Mr O Dorman, Director
	17 September 2026

	2


	Company registration number:	08533590

	Annual report and unaudited financial statements
	for the year ended 30 September 2025
	for
	Rivers Birtwell Limited


	Pages for filing with the Registrar