Rhapsody Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 01280705

Rhapsody Limited

Filleted Financial Statements

31 December 2025

Rhapsody Limited

Statement of Financial Position

31 December 2025

	2025		2024
Note	£	£	£

Fixed assets

Intangible assets	7	96,845	103,322
Tangible assets	8	29,243	57,902
		---------	---------
		126,088	161,224

Current assets

Stocks		7,082	7,758
Debtors	9	3,326,081	3,011,050
Cash at bank and in hand		236	66,869
		------------	------------
		3,333,399	3,085,677

Creditors: amounts falling due within one year	10	2,456,657		1,487,473
		------------		------------
Net current assets			876,742	1,598,204
			------------	------------
Total assets less current liabilities			1,002,830	1,759,428

Provisions

Other provisions	10,000	10,000
	------------	------------
Net assets	992,830	1,749,428
	------------	------------

Capital and reserves

Called up share capital	12	40,000	40,000
Profit and loss account		952,830	1,709,428
		---------	------------
Shareholders funds		992,830	1,749,428
		---------	------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the income statement has not been delivered.

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

These financial statements were approved by the board of directors and authorised for issue on 22 September 2026 , and are signed on behalf of the board by:

Mr A Hinton

Director

Company registration number: 01280705

Rhapsody 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 1 Office 201, The Frames, 1 Phipp Street, London, EC24 4PS, United Kingdom.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of 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.

Debt financing

Trade debtors are subject to a factoring arrangement whereby an advance is received based upon and secured against trade debtors. Where the company has neither transferred or retained substantially all the risks and rewards of ownership of the trade debtors it recognises the asset to the extent of its continued involvement.

The interest element of the finance charge is recognised as it accrued and is included in profit and loss with other interest charges.

Going concern

The financial statements have been prepared on a going concern basis. In assessing the appropriateness of the going concern basis, the directors have considered the company's current financial position, available funding facilities, forecast trading performance and cash flow projections for a period of at least twelve months from the date of approval of these financial statements. During the year ended 31 December 2025, the Company incurred operating losses as a result of investment in new markets and technologies, together with operational challenges experienced during the period. Following the acquisition of the Rhapsody Group by Ansiram Management Group Limited in February 2026, a significant operational and financial restructuring programme was undertaken to address these loss-making activities and return the company to sustainable profitability and positive cash generation. This included balance sheet restructuring, the introduction of new funding arrangements and measures to reduce the Company's cost base. The directors have reviewed the cost reduction and revenue initiatives underlying the forecasts and are satisfied that these have been implemented or are progressing in accordance with the revised business plan. The acquisition completed later than assumed in the original business plan, which delayed the implementation and financial benefit of certain initiatives and has adversely affected expected performance for the year ending 31 December 2026. The directors' latest forecasts incorporate trading performance to date and indicate positive EBITDA and positive cash balances throughout the forecast period. In reaching their conclusion, the directors have also considered the financial support available from the company's ultimate controlling entity, Ansiram Management Group Limited, which has confirmed its intention to provide such financial support as may be required to enable the Company to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements. The directors have considered the financial position of the parent undertaking and are satisfied that it has the ability to provide this support. Having considered the forecasts, available funding facilities, parental support and the operational improvements implemented since the acquisition, the directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

Revenue recognition

Turnover from a contract to provide services is recognised in the period in which he services are provided in accordance wit the stage of completion of the contract when all of the conditions are satisfied: - the amount of turnover can be measured reliably; - it is probable that the company will receive the consideration due under contract - the stage of completion of the contract a the end of the reporting period can be measured reliably: - the costs incurred and the costs to complete the contract can be measured reliably. Revenue is measured based on the consideration to which the company expects to be entitled in a contract with a customer and excludes amounts collected on behalf of third parties. Revenue is recognised over time as the contracts progress and the services are performed. For fixed-price contracts, revenue is recognised based on the actual service provided to the end of the reporting period as a proportion of the total services to be provided because the customer receives and uses the benefits simultaneously.

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.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

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:

	Computer software	-	33% 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.

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:

	Fixtures and fittings	-	20% - 50% 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.

Stocks

Stocks are measured at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first-in first-out basis.

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.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

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. Employee numbers

The average number of persons employed by the company during the year amounted to 34 (2024: 32 ).

5. Tax on loss

Major components of tax expense/(income)

	2025	2024
	£	£

Current tax:

UK current tax expense/(income)	47,133	( 832,786)

Deferred tax:

Origination and reversal of timing differences	162,277	56,114
	---------	---------
Tax on loss	209,410	( 776,672)
	---------	---------

Reconciliation of tax expense/(income)

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

	2025	2024
	£	£
Loss on ordinary activities before taxation	( 547,188)	( 39,568)
	---------	--------
Loss on ordinary activities by rate of tax	( 136,797)	( 9,892)
Adjustment to tax charge in respect of prior periods	47,133	( 766,140)
Effect of expenses not deductible for tax purposes	5,876	2,190
Effect of capital allowances and depreciation	( 16,140)	–
Utilisation of tax losses	–	66,158
Write off of deferred tax asset	162,277	–
Group relief surrendered	147,061	(68,988)
	---------	---------
Tax on loss	209,410	( 776,672)
	---------	---------

6. Contingent liabilities

At 31 December 2025, the company was party to an unlimited cross-guarantee in favour of National Westminster Bank Plc in respect of banking facilities made available to certain companies within the Walstead group. The directors were not aware of any circumstances that would give rise to a liability under this guarantee and, accordingly, no provision has been recognised in these financial statements. Subsequent to the year end, following the sale of the Rhapsody Group by Walstead Holdings Limited, the company ceased to be a member of the Walstead group and is no longer party to this guarantee arrangement.

7. Intangible assets

	Development costs
	£
Cost
At 1 January 2025	233,804
Additions	65,577
	---------
At 31 December 2025	299,381
	---------
Amortisation
At 1 January 2025	130,483
Charge for the year	72,053
	---------
At 31 December 2025	202,536
	---------
Carrying amount
At 31 December 2025	96,845
	---------
At 31 December 2024	103,321
	---------

8. Tangible assets

	Fixtures and fittings
	£
Cost
At 1 January 2025	301,333
Additions	1,600
Disposals	( 6,944)
	---------
At 31 December 2025	295,989
	---------
Depreciation
At 1 January 2025	243,431
Charge for the year	29,397
Disposals	( 6,082)
	---------
At 31 December 2025	266,746
	---------
Carrying amount
At 31 December 2025	29,243
	---------
At 31 December 2024	57,902
	---------

9. Debtors

	2025	2024
	£	£
Trade debtors	574,444	356,510
Amounts owed by group undertakings and undertakings in which the company has a participating interest	1,766,927	1,400,989
Deferred tax asset	–	162,277
Corporation tax repayable	782,540	829,232
Other debtors	202,170	262,042
	------------	------------
	3,326,081	3,011,050
	------------	------------

The debtors above include the following amounts falling due after more than one year:

	2025	2024
	£	£
Deferred tax asset	–	162,277
	----	---------

The carrying amounts of trade debtors include debts which are subject to a factoring arrangement. Under this arrangement, Rhapsody Limited has transferred the relevant debts to the factor in exchange for a facility which allows it to draw down cash of up to 95% of the value of the debt. The sale of these debts is non-recourse up to the credit limit provided by the insurance provider subject to a 10% deductible. As a result the company has transferred a proportion of the risks and rewards of ownership of the financial asset and therefore only recognises the asset to the extent it continues to be exposed to the changes in value in accordance with FRS102. The company continues to carry the risks associated with trade debtors above the credit limit and consequently these debtors are recognised in the Statement of Financial Position. Amounts advanced by the factor that could become repayable under the terms of the agreement are presented as secured borrowing. Cash that has not been advanced in respect of non-recourse debts sold to the factor is shown within other debtors.

10. Creditors: amounts falling due within one year

	2025	2024
	£	£
Bank loans and overdrafts	773,451	–
Trade creditors	88,383	920,816
Amounts owed to group undertakings	1,148,098	94
Accruals and deferred income	144,814	143,359
Social security and other taxes	252,597	246,851
Other creditors	8,369	8,353
Invoice discounting and factoring	40,945	168,000
	------------	------------
	2,456,657	1,487,473
	------------	------------

11. Deferred tax

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

	2025	2024
	£	£
Included in debtors (note 9)	–	162,277
	----	---------

12. Called up share capital

Issued, called up and fully paid

	2025		2024
	No.	£	No.	£
Ordinary shares of £ 1 each	40,000	40,000	40,000	40,000
	--------	--------	--------	--------

13. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	2025	2024
	£	£
Not later than 1 year	60,752	110,000
Later than 1 year and not later than 5 years	58,231	–
	---------	---------
	118,983	110,000
	---------	---------

14. Events after the end of the reporting period

On 18 February 2026, the company, its immediate parent company and the fellow subsidiaries of that parent company were acquired by Ansiram Management Group Ltd. As part of the share purchase agreement, the corporation tax receivable of £782,540 recognised within Debtors was reimbursed by Walstead Group Limited at its full value.

15. Summary audit opinion

The auditor's report dated 22 September 2026 was unqualified .

The senior statutory auditor was Thomas York , for and on behalf of Edmund Carr LLP .

16. Related party transactions

The company has taken advantage of the exemption in Section 33.1A in FRS 102 from the requirement to disclose transactions entered into between wholly owned members of the group.

17. Controlling party

At 31 December 2025 the company's immediate parent company was Rhapsody Group Limited. The company's intermediate parent company was Walstead Group Limited for which consolidated financial statements are drawn up and these are available on Companies House. The ultimate controlling party was Rutland Partners LLP.