REG - River Global PLC River Global - RVRB - 2025 Full Year Report for the year ended 30/9/25
16/03/2026 07:00
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RNS Number : 7517W River Global PLC 16 March 2026
River Global PLC
("River Global" or the "Company")
Formerly AssetCo plc
2025 Full Year Report
for the year ended 30 September 2025
Registered number: 04966347
Highlights
The analysis of revenue and results by commercial activity for the year ended
30 September 2025 shows revenues of £12.2m (30 September 2024: £14.4m).
Losses on an "EBITDA" basis* for the year ended September 2025 for the A share
business interest amounted to -£2.9m compared with -£5.7m as at 30 September
2024 when adjusted for discontinued operations and exceptionals.
The Company has today announced its agreement to the sale of the operating
business of River Global PLC, by way of an agreed disposal of River Global
Holdings Limited and its subsidiaries to Liontrust Asset Management PLC.
Details of the agreement are included in the Company's announcement
simultaneous to this one which may be accessed here Regulatory News | River
Global (https://www.riverglobalplc.com/investor-relations/regulatory-news) .
The disposal is considered as a post balance sheet event in relation to this
report and is referenced in note 35.
For A Ordinary Shares:
· The overall loss before taxation for the A share business interest is
£13.4m. This includes an £8.1m impairment of goodwill (30 September 2024:
£nil) which has been determined in light of the post balance sheet disposal
of River Global Holdings Limited and its subsidiaries. The disposal
crystallises a value for that business which is a material consideration in
our assessment of the value of goodwill at year end: goodwill has been written
down as a result. Excluding the goodwill write down to consider trading during
the year, the overall loss before taxation for the A share business interest
is £5.2m (30 September 2024: -£4.9m).
· At the end of October we successfully achieved an operational goal
that we have been working towards over the last two years with the
consolidation of all of our funds into a single umbrella structure, thereby
delivering a single operating platform and harmonising branding across the
business.
· Cost reductions of nearly £5m have been delivered over the year.
· We added a substantial new UK small cap mandate for prestigious UK
client Phoenix Group and the launch of funds for new partner Blevins Franks
has boosted both the Group's assets under management and its profile in the
industry.
· Strong performance with the one year period ending 30(th) September
2025 showing 69% of funds (by assets under management) outperforming their
peers. Over the three-year period the figure is 88% and over five years 67%.
For B Shares:
· Parmenion's full-year results for the year ending December 2024
demonstrated robust financial and operational performance.
· Assets increased by £2bn to £13.1bn by 31 December 2024 and revenue
was up from £48.7m in 2023 to £50.2m in 2024.
· Profit also increased to £17.5m up from £15.5m in 2023, with the
group's EBITDA rising from £17.9m to £20.1m in 2024.
Martin Gilbert, Chairman of River Global PLC, commented:
"The past financial year has shown no let up in the unprecedented headwinds
impacting the active asset management industry. Despite several notable steps
forward in our business this year, those headwinds have continued to constrain
progress and we have been afflicted by the same outflows that are apparent
across the sector. In this context, it has been a creditable achievement to
cut costs significantly further, consolidate operations and narrow the gap
towards profitability."
16 March 2026
(*EBITDA in this context refers to earnings before interest, tax, depreciation
(other than premises leasing) and amortisation.)
For further information, please contact:
River Global PLC Panmure Liberum
Gary Marshall, CFOO Nominated adviser and broker
Martin Gilbert, Chairman Atholl Tweedie
Tel: +44 (0) 7788 338157 Tel: +44 (0) 20 7886 2500
CHAIRMAN'S STATEMENT
Share re-organisation
Proposals to re-organise the share structure for the Group were overwhelmingly
supported in an Extraordinary General Meeting in March 2025 and the issuance
of new A ordinary and new B shares took effect on 6 March 2025 as a result.
Trading activity in the two share classes has progressed independently with
greater distinction in holdings amongst shareholders emerging over time. We
have introduced a breakdown of results attributable to the A and B shares
separately in these accounts and hope this proves useful to shareholders.
Section A: Commentary in relation to A Ordinary Shares having rights which
exclude the Company's structured equity interest in Parmenion
Sale of the Operating Business
On 16 March 2026, the Company announced its agreement to the sale of the
operating business of River Global PLC, by way of an agreed disposal of River
Global Holdings Limited and its subsidiaries to Liontrust Asset Management
PLC. Details of the agreement are included in the Company's announcement of
the same date which may be accessed here
www.riverglobalplc.com/investor-relations/regulatory-news. The disposal is
considered as a post balance sheet event in relation to this report and is
referenced in note 35. The following narrative was prepared mainly before the
agreement was concluded.
Introduction
The year ended 30 September 2025 saw no break in the on-going contraction
afflicting the active asset management industry. Geopolitical developments
hardly helped with devastating wars in Ukraine and the Middle East, and the
election of Donald Trump ushering in a period of unpredictability and
fundamental re-drawing of global political alliances. Closer to home, the
Labour Party got off to a shaky start which has scarcely stabilised since with
record tax rises and increased borrowings impacting both consumer and
corporate confidence and a series of policy U-turns doing nothing to steady
the ship. These and other challenges meant that the net effect for the UK
funds industry was a further £12.6bn of outflows during the period (source:
Investment Management Association).
Against this challenging background, our business continues to do its best in
playing to its strengths and adapting to the difficult operating environment.
River Global took its share of the pain being felt across the industry as a
whole and the Group saw general outflows of some £665m in assets under
management over the period. While market conditions for our asset management
business remain far from ideal, River Global has maintained a team of talented
and experienced investment professionals that can help our clients achieve
their investment outcomes from our range of UK and Global strategies even in
these challenging times, while providing material upside for the business, as
and when market conditions improve. In this context, we remain supportive of
the Government's vision to grow and enhance the competitiveness of the UK
world-leading financial services sector: tangible evidence of these reforms
taking effect is appearing, albeit limited in scope at this stage. Market
rotation during the year reminded investors, especially those in global
strategies, of the need to have diversified investment exposure and River
Global having four differentiated and distinct offerings, as well as an
established expertise in smaller and mid-sized companies, is well placed to
deliver just that with very strong investment performance evident in our fund
range at year end.
Progress in consolidation
At the end of October, a month after our financial year end, we successfully
achieved an operational goal that we have been working towards over the last
two years with the merger of two remaining funds into our consolidated funds
umbrella, RGI Funds ICVC. This places our operational platform on a sound and
efficient footing, as well as delivering significant cost savings and reduced
operational complexity, thereby de-risking our business.
Joint venture progress
We have continued to work closely in partnership with our joint venture
partner - Blevins Franks, the leading International Tax & Wealth
Management Company serving UK Nationals living in Europe - to develop their
new range of funds for which we have been appointed as Investment Manager,
overseeing discretionary sub-investment managers. These were finally launched
at the beginning of October 2025 and have already exceeded the €500m mark in
terms of assets under management. The project will continue to transfer
existing business into these funds, as well as secure new business, so that
quantum can be predicted with some degree of confidence and the expectation is
of assets under management rising to over €1bn in the first 6-12 months
after launch - and continuing apace for some time after that. Our limited
oversight role yields a relatively small percentage fee but on a substantial
book of assets and at minimal additional cost to us, leveraging existing
infrastructure.
Funds managed by Jonathan Knowles, of Compound Equity Group, with whom we
commenced a joint venture in August 2024, have seen on-going net inflows
during the period, raising some £25m during the financial year which is a
creditable performance for this new venture in current market conditions as it
seeks to build a track record and gain momentum.
Financials
The analysis of revenue and results by commercial activity for the year ended
30 September 2025 shows revenues of £12.2m (30 September 2024: £14.4m) and
an overall loss before taxation for the A share business interest of £13.4m.
This includes an £8.1m impairment of goodwill (30 September 2024: £nil)
which has been determined in light of the post balance sheet disposal of River
Global Holdings Limited and its subsidiaries. The disposal crystallises a
value for that business which is a material consideration in our assessment of
the value of goodwill at year end: goodwill has been written down as a result.
Excluding the goodwill write down to consider trading during the year, the
overall loss before taxation for the A share business interest is £5.2m (30
September 2024: -£4.9m).
Given the relentless outflows and consequent reduction in revenues, the
business has done relatively well to keep losses to the level reflected in the
year end result, excluding the exceptional write down, and has done so through
further streamlining and efficiencies. It is also worth bearing in mind that
last year's result benefited from a one-off write back of over £1m in
relation to the release of deferred tax provisions. We remain focused on
achieving profitability. In fact, losses on an "EBITDA" basis for the year
ended September 2025 for the A share business interest amounted to -£2.9m
compared with -£5.7m as at 30 September 2024 when adjusted for discontinued
operations and exceptionals. (EBITDA in this context refers to earnings before
interest, tax, depreciation (other than premises leasing) and amortisation.)
Taking into account the revenue reduction of over £2m, the business has had
to shed nearly £5m of costs during the year to achieve this result which is a
creditable performance despite not feeling like it, given the end result.
Acquisition of Devon Equity Management
At the end of June 2025 we announced that we had entered into heads of terms
to acquire Devon Equity Management Limited, and at the beginning of October
2025 we confirmed the completion of that acquisition.
We moved quickly to integrate the Devon business with River Global, appointing
the investment management team at Devon as investment advisers to River
Global's European Equity fund in mid-September. Sadly, an institutional client
of Devon chose to make an asset allocation move away from active equities in
November and terminated its mandate with the company at that time. The Devon
business therefore had £516m in assets under management at 31 December 2025,
being the assets of its client, European Opportunities Trust. The Board of
that company subsequently announced a strategic review of its future on 13
February. River Global has presented an outline proposal for a reconstruction
of European Opportunities Trust that includes an opportunity for European
Opportunities' Trust shareholders to roll over their holding into an
open-ended investment company to be managed by River Global with a similar
investment policy to that of the Trust.
We are very pleased to have Alexander Darwall and his team join the River
Global Group. Alexander is an outstanding conviction asset manager with an
enviable reputation in the industry, and he and his team are helping put River
Global properly on the map for European Equities. The Team are already
managing the existing RGI European Fund as noted earlier and we are confident
that a substantial portion of the shareholders in the European Opportunities
Trust will welcome the opportunity that we have outlined to roll over into a
new fund to be managed by Alexander on a continuous basis should the Board's
review result in change.
Outlook
We are under no illusion that market conditions will become less challenging
near term. Interestingly, however, the effect of some of the global disruption
during the year is to shine a light on the benefits of active asset management
and demonstrate that the "magnificent seven" are not invulnerable. We have
seen an uptick in both performance and interest in some of our funds as a
result.
Profitability is within sight and, indeed, we moved into run rate
profitability for a brief period following the acquisition of Devon. Sadly,
the loss of Devon's institutional client along with the incessant outflows
afflicting the industry, has pushed this milestone out once again, pending the
cost savings that we expect to achieve from the Devon business integration.
Against that, very positive progress was made with the on-boarding of a
substantial new UK small cap mandate for prestigious UK client Phoenix Group
and, as already mentioned, the launch of new funds for Blevins Franks has
boosted both the Group's assets under management and its profile in the
industry.
Management Evolution
We announced the departure of Alex Hoctor-Duncan, previously CEO of River
Global's asset management business, with our results in June and, announcing
the Devon acquisition at the same time, welcomed Simon Troughton, Chairman of
Devon, to the board of River Global as a non-executive director along with
Richard Pavry, the Chief Executive Officer of Devon. Richard Pavry has taken
on the role of General Counsel for the business, replacing Gordon Brough who
retired from that role at the end of December 2025. Gordon continues in a
reduced role as Company Secretary but the Board wishes to thank him for his
wider contribution to date and wishes him well as he pursues outside
interests.
Section B: Commentary in relation to B Shares having rights to the Company's
structured equity interest in Parmenion
Following the share split in March 2025, the B shares carry the rights to the
Company's structured 30% equity interest in Parmenion. The commentary which
follows references the trading results of Parmenion as a whole, and therefore
the operating performance of the underlying equity interest, as well as the
financial benefits currently accruing to B share investors.
Financials
Parmenion's full-year results for the year ending December 2024 demonstrated
robust financial and operational performance. The annual report and financial
statements from the group showed strong growth and net flow performance.
Assets increased by £2bn to £13.1bn by 31 December 2024 and revenue was up
from £48.7m in 2023 to £50.2m in 2024. Profit also increased to £17.5m up
from £15.5m in 2023, with the group's EBITDA rising from £17.9m to £20.1m
in 2024. The strong performance continued into 2025 and, as at 31 December
2025, group assets had increased to over £16bn. Parmenion continues to win
awards, achieving the top ranking as Platform Provider at the Financial
Adviser Service Awards 2025.
The analysis of revenue and results by commercial activity for the year ended
30 September 2025 shows other income for the River Global B shares (being
interest on the Parmenion loan, received by way of additional loan notes) of
£2.7m (30 September 2024: £2.4m) and an overall profit for the B share
business interest of £2.1m after accounting for the B share allocation of
central overheads (30 September 2024: £2.4m). These are to be distinguished
from revenues for the underlying Parmenion business operations and reflect the
allocation of central overheads for the first time in our annual results.
There are no discontinued operations and adjusting for exceptional items,
earnings before interest, tax, depreciation (other than premises leasing) and
amortisation ("EBITDA") for the year to end September 2025 for the B share
business interest was £2.3m compared with £2.4m as at 30 September 2024.
Valuation Update
Based on recent discussions with the Company's advisers, the Board believes
that a value of between £75-90m continues to represent a fair assessment of
the value of the Company's interest assuming an arm's length sale of Parmenion
as a whole. This valuation was first determined in August 2024, refreshed for
the purposes of the share split in March 2025 and was reviewed again most
recently in March 2026 prior to publication of these accounts. The Company
expects to consult with advisers to undertake a valuation of the Parmenion
interest again later in the year and to publish the outcome of that
consultation with its half year results for the financial year ending
September 2026.
Section C: Commentary in relation to the consolidated business of the Group
The income statement for the year ended 30 September 2025 shows continuing
operation revenues of £12.2m (30 September 2024: £13.8m) and a loss of
£11.2m in total. This includes an £8.1m impairment of goodwill (30 September
2024: £nil) which has been determined in light of the post balance sheet
disposal of River Global Holdings Limited and its subsidiaries. The disposal
crystallises a value for that business which is a material consideration in
our assessment of the value of goodwill at year end: goodwill has been written
down as a result. Excluding the goodwill write down to consider trading during
the year, the overall loss before taxation is £3.2m (30 September 2024:
-£2.5m).
Excluding the goodwill write down, the year end result is, as indicated above,
actually a creditable outcome given the decline in revenue over the period and
the fact that last year's result benefited from a one-off write back of over
£1m in relation to the release of deferred tax provisions. In fact, losses on
an "EBITDA" basis for the year ended September 2025 amounted to -£0.6m
compared with -£3.3m as at 30 September 2024 when adjusted for discontinued
operations and exceptionals. (EBITDA in this context refers to earnings before
interest, tax, depreciation (other than premises leasing) and amortisation.)
Martin Gilbert
Chairman
16 March 2026
BUSINESS REVIEW
Section A: Commentary in relation to A Ordinary Shares having rights which
exclude the Company's structured equity interest in Parmenion
Assets under management decreased from £2,779 million as at the end of
September 2024 to £2,351 million as at the end of September 2025. This was
against an industry backdrop of relentless outflows from equity funds in the
review period, as reported by the Investment Association. In Q3 of calendar
year 2025 alone, an extraordinary £6,372 million flowed out of equity funds
in the UK, to bring equity outflows to £12,609 million in the review period.
Investors were concerned about a number of issues, including the global
geopolitical backdrop, the impact from increasing tariffs, high valuations of
certain technology stocks and in the case of the UK, the Budget that was
finally delivered in November. Outflows were especially heavy from our key
sectors - actively managed equity funds and those focused on the UK. For
example, whilst a net £12,173 million flowed into passive equity funds, some
£32,329 million came out of actively managed equity funds (using IA data).
River Global was not immune to these active equity outflows. However, there
were two notable exceptions to that. Firstly, we were delighted to on-board a
£140mm UK smaller companies mandate for Phoenix, the prestigious UK life
assurer and consolidator, in September. Secondly, the two RGI Compound Equity
funds, managed by Jonathan Knowles, took in over £25 million net in the
review period.
As we look forward to the new financial year, we are buoyed by several
tailwinds:
· Strong investment performance. Many River Global funds delivered top
quartile performance in calendar year 2025, including our RGI Global Income
and Growth (GIG) fund, the RGI Global Recovery Funds, the Scottish Friendly
Managed Growth Fund, our RGI UK Listed Smaller Companies Fund and one of the
investment trusts we manage, RMMC (River UK Micro Cap Limited). (Source:
Morningstar.)
· River Global Investors is further buoyed by the addition of several
new members to the distribution team. Investing in Distribution has been a key
focus of the Board and these building blocks for future growth are now in
place. A key part of this process was the appointment of Donald Amstad as our
Chief Client Officer during the year: Don brings considerable experience and
much energy to the Team.
· The arrival of colleagues from Devon Equity Management, managers of
the European Opportunities Trust and now the RGI European equity fund, brings
us a distinctive and robust new offering to the market in this sector.
· The seeding in early October, with over €200m, of a new suite of
Irish-domiciled funds from Blevins Franks, the specialist financial adviser to
British Expatriates in Europe. These funds have since seen continuous inflows,
reaching over €500m by 31(st) December 2025.
The new financial year of course brings both opportunity and its own set of
challenges to navigate. Challenges include the upcoming replacement of US
Federal Reserve Chair Jay Powell, the US mid-term elections in the autumn and
US government debt refinancings throughout the year, to name but three. The
good news for equity investors is that given this background, US official
rates are unlikely to be raised. If, as some predict, they are cut further,
then that should offer some support for risk assets globally.
Performance
From a competitive standpoint, investment performance across our open ended
fund range is strong over both the three-year and five-year periods,
consolidated by another robust year of outperformance against peers for the
twelve months ending 30(th) September 2025 with 69% of funds (by assets under
management) outperforming their peers. Over the three-year period 88% of our
funds have outperformed peers on the same basis, compared to 45% at the time
of our last annual report, while over the five-years period 67% of our funds
have outperformed peers, compared to 54% again as at our last annual report.
In addition, as the table above also highlights a significant proportion of
our funds (by assets under management) have very competitive longer term track
records, between five and ten years, importantly with the same portfolio
manager and investment approach.
Our overall investment performance is testimony to the skill, focus and
dedication of our investment teams and we have continued to strengthen and
develop our investment proposition for clients over the year. For example, our
UK Listed Smaller Companies Fund, under the management of George Ensor and
team, is now first quartile over one year and second quartile over both three
and five years, delivering a strong risk-adjusted return profile based on its
combination of Growth, Quality and Recovery elements within the overall
portfolio. In our UK multi-cap portfolios, our UK Opportunities Fund
performance has continued to strengthen while the Scottish Friendly Managed
Growth Fund (managed under the same investment team and process) is top
quartile one, three and five years within its respective peer group. In our
Global strategies, our Global Recovery Fund, under the leadership of Hugh
Sergeant, is first quartile over one and five-years and just outside the first
quartile over three years, while our Global Income & Growth Fund, managed
by the team of Bettina Edmondston and Alasdair Birch, is now top decile over
one, three and five years.
While, in the short term, our focus is on building our key funds/strategies to
scale, we continue to develop a number of other funds and strategies which can
provide additional options for growth in the medium term, for example;
· RGI European Fund - post the acquisition of Devon Equity Management,
the Fund has a new portfolio management team, providing additional depth of
expertise in European equities and leveraging off the existing long term and
robust performance track record established by Devon;
· Blevins Franks Strategic Portfolio Service ICAV - as noted elsewhere,
RGI has been appointed Investment Manager to this new range of funds which was
launched just after our financial year end;
· RGI Compound Global Equity Funds (in UK and Ireland) - managed in
conjunction with our joint venture partner Compound Equity Group and by its
Founder, the renowned fund manager Jonathan Knowles, offering a concentrated
portfolio of the world's "best" companies.
Despite these strategies being at an earlier stage of development than some of
our more established offerings, we are seeing them attract client assets in
to varying degrees. The funds managed by Jonathan Knowles, have now reached
over £400m of assets (as at 30(th) September 2025) and, as noted above, the
Blevins Franks fund range has assets of over €500m at end December 2025.
In addition to our open-ended funds, our clients, the India Capital Growth
Fund and River UK Micro Cap Trust, managed by River Global Investors, have
similarly strong competitive track records. For example, the River UK Micro
Cap Trust over the last three years has delivered an annualised return of
+13.4 per cent compared to the relevant index return of +8.5 per cent with a
particularly strong NAV performance over the last twelve months to end
September 2025 (source: RGI data and risk systems).
The environment in which our business operates remains a challenging one. As
detailed above, outflows, especially from UK orientated funds are a multi-year
phenomenon, passive strategies continue to grow at the expense of active
investment strategies and global equity markets returns have become dominated
by "mega cap" stocks, and particularly those exposed stocks to US technology
and "AI" themes.
While we expect that these challenges will continue, our commitment to active
investment management remains undimmed. This commitment and our confidence in
the abilities of our investment teams will be even more important as equity
markets evolve from their current fixation on "mega cap" and US technology/
"AI" related themes, as we have already experienced on occasion in the last 12
months. The investment teams that manage our clients' assets share a common
belief in the value of active management and the importance of differentiated
and distinct fund strategies and our portfolio managers and analysts have a
demonstrable record of stock picking generally as well as particular expertise
in smaller and mid-sized companies across UK and global equity markets.
We continue to evolve and strengthen our investment strategies and investment
platform, reflecting opportunities we see or envisage in our market and to
ensure that the investment strategies that we offer remain relevant to our
clients. As a result, a number of our smaller funds were merged in the period
and we will continue to evaluate further actions. However, the overall range
of strategies and the capabilities of our investment teams at RGI has expanded
over the last two years, with joint ventures and, more recently, the
acquisition of Devon Equity Management. This expanded range and capability
will provide more opportunities for clients and potential clients to entrust
their assets to us.
Operational Simplification
Our Chairman has already referenced the operational goal that we achieved at
the end of October 2025. Having inherited five management companies, three
custodians, and five fund umbrellas from various corporate acquisitions, this
final step simplified that structure to a single fund umbrella in each of the
UK and Ireland, supported by one service provider and one operating model. It
has been a painstaking and arduous process involving a number of significant
steps:
· Consolidation of investment management activities: completed
December 2023
· Consolidation of trading activities: completed January 2024
· Consolidation of ACDs: completed August 2024
· Consolidation of custodian/depositary: completed February 2025
· Consolidation of fund ranges and transfer agency: completed
October 2025
However, this significantly simplifies our operational platform and represents
a significant step forward both in efficiency and in confidence for the
future.
The Chairman's Statement noted the review being undertaken by the Board of
European Opportunities Trust and our response to it. At the time of writing,
the outcome of the review is not known but substantial cost reductions have
already been made in the Devon Equity Management business which we acquired
and contingency plans have been made to take further action as necessary
depending on the outcome of the review. In doing so, we expect to build out
the key supplier relationships that now support the heavy lifting in providing
our business-as-usual activity across the Group.
Annualised Revenue Breakdown by Business Type (as at 30 September 2025)
AuM (£m) Weighted average fee rate, net of rebates (bp) Gross annualised revenue net of rebates (£000s)
Wholesale (excluding joint ventures) 1,360 60 8,115
Wholesale (joint ventures) 411 5 220
Institutional (excluding joint ventures) 341 28 938
Institutional (joint ventures) - - -
Investment Companies 239 101 2,401
Total 2,351 50 11,674
Notes:
- This table excludes revenue and AuM related to the new Blevins
Franks mandate secured in October 2025.
- Wholesale refers to the assets which are held and managed in mutual
funds distributed by the Group.
- Institutional refers to the assets which are held and managed in
separate accounts on behalf of institutional clients of the Group.
- Investment Companies refers to the assets which are held and managed
in investment companies which are clients of the Group.
Section B: Commentary in relation to B Shares having rights to the Company's
structured equity interest in Parmenion
Following the share split in March 2025, the B shares carry the rights to the
Company's structured 30% equity interest in Parmenion. The commentary which
follows references the trading results of Parmenion as a whole, and therefore
the operating performance of the underlying equity interest, as well as the
financial benefits currently accruing to B share investors.
The December 2024 annual report and financial statements from the Parmenion
group show strong growth and net flow performance. As noted in the Chairman's
Statement, assets under management or administration increased by £2bn to
£13.1bn by 31 December 2024 and revenue was up from £48.7m in 2023 to
£50.2m in 2024.
Against a backdrop of increased outflows across the UK platform market and
cost of living pressures, Parmenion attributes this stellar growth to its
ongoing strategy of service excellence and programme of proposition
enhancements to support advisers and their clients. At the Financial Adviser
Service Awards 2025, voted on by Advisers, Parmenion achieved the top ranking
as Platform Provider, the group continues to invest in technology and service,
releasing over 400 new features and enhancements throughout the year.
In addition, 2024 also saw Parmenion support 14 advice firms in bulk
transferring £300m on behalf of their clients and build up a pipeline of
£1.5bn of assets to be consolidated in 2025. This new, highly regarded
Platform Switch Service, rolled out in 2024 was set up in response to adviser
demand to enhance and streamline the switching process. Aided by the Platform
Switch Service Parmenion saw its market share increase in 2025.
Section C: Key Performance Indicators in relation to A and B shares, and to
the Group
The following table summarises key performance indicators for the business,
providing a comparison with the position at the same time last year.
Sept* 2025 Sept* 2024 Movement
A Ordinary Shares (excludes interest in Parmenion)
Assets under Management ("AuM") £2,351m £2,779m - £(428)m
Total net assets £13.1m £26.1m -£(13.0)m
Annualised revenue(1) £11.7m £14.9m -£(3.2)m
Profit/loss for the period £(13.4)m £(4.9)m -£(8.5)m
(including exceptionals and discontinued business)
EBITDA for continuing business excluding exceptionals £(2.9)m £(5.7)m +£2.8m
Investment performance(2) (1 year) 69% 33% +36% points
Investment performance(2) (3 year) 88% 45% +43% points
Investment performance(2) (5 year) 67% 54% +13% points
B Shares (interest in Parmenion)
Assets under Management or Administration £13.1bn £11.1bn +£2bn
(as at previous 31 December)
Total net assets £29.3m £27.0m +£2.3m
Profit/loss for the period £2.1m £2.4m -£(0.3)m
(including exceptionals and discontinued business)
EBITDA for continuing business excluding exceptionals £2.3m £2.4m -£(0.1)m
Consolidated
Total net assets £42.4m £53.1m -£(10.7)m
Profit/loss for the period £(11.2)m £(2.5)m -£(8.7)m
(including exceptionals and discontinued business)
EBITDA for continuing business excluding exceptionals(3) £(0.6)m £(3.3)m +£2.7m
(1) Monthly recurring revenue (net of rebates) at date shown using annualised
closing AuM.
(2) % active equity mutual fund AuM in 1(st) or 2(nd) quartile when compared
with competitor funds in relevant Investment Association sectors.
(3) Reconciliation to statutory profit and loss within note 8 of the Financial
Statements
Notes on B shares KPIs:
a. Assets under management or administration relate to the operating
business of the Parmenion Group which is distinct from and not under the
control of the River Global Group.
b. The comparative information for the year ended 30 September 2024 for
the B shares has been derived from the Digital Platform results within the
segmental reporting shown on note 5 of the financials. It should be noted that
the prior year did not include recharges for head office costs. The total
recharges represented for the year ended 30 September 2025 were £533k (2024:
£nil).
Alternative Performance Measures ("APMs")
The Group uses non-GAAP APMs as detailed below to provide users of the annual
report and accounts with supplemental financial information that helps explain
its results, recognising the fact that certain acquired businesses may have
contributed to the results for only part of the financial year.
The calculation of these APMs has been defined above; the reasons for their
use are as follows:
APM Reason for use
Assets under Management This is a standard industry measure of the scale of our active equity
business. Revenues in that business are typically calculated as a percentage
of assets under management making it a key contributing factor in determining
the profitability of the business.
Annualised revenue Given that River Global is in the business of acquiring and/or integrating
businesses, this may occur at different points during the financial year.
Consequently, the full year's revenues as disclosed in the statutory accounts
may not give a clear picture of what "business as usual" might look like.
Annualised revenues, as defined, allow us to aggregate revenues across all
business units and present a consolidated picture on a consistent basis. In
practice, the actual outturn is dependent upon actual business experience
during the year, so this is not a forecast.
Operating profit/loss for continuing business excluding exceptionals for the Much as above, exceptional costs (such as those incurred in re-structuring or
year integrating businesses after acquisition) obscure the "business as usual"
picture. Excluding them from operating profit/loss allows a better assessment
of the underlying business profitability. A reconciliation of this number to
statutory continuing operations operating profit/loss is provided in note 8 of
the financials.
Investment performance relative to competitor funds is a standard industry
measure of the competitiveness of the investment funds marketed by the Group.
Investment Performance One, three and five year measurement periods are considered representative.
Gary Marshall
Chief Financial and Operating Officer
16 March 2026
STRATEGIC REPORT
Introduction
The Directors present their Strategic Report on the Group for the year ended
30 September 2025.
Review of the business
A review of the business is contained in the Chairman's statement and in the
Business Review and both of which are incorporated into this report by
cross-reference.
Strategy
The Group's strategy is to identify high-quality asset and wealth management
businesses which can be added to the River Global stable and improved by
working alongside our experienced management team to improve their
capabilities, distribution and reach.
Our key areas of focus include being a responsible company and manager,
meeting the needs of clients and investors and expansion through a combination
of selective acquisitions and organic growth.
Risk Management and Internal Controls
The Board is responsible for the Company's system of internal controls and for
reviewing the effectiveness of the Company's risk management framework.
During the reporting period, the Board has continued to review the Company's
risk management framework and maintains a risk register which assesses risks
facing the Group. The Board regularly reviews the risk register and obtains
assurance from the Executive Team as to the effectiveness of the risk
management framework.
The Group's risk management framework is designed to manage rather than
eliminate the risk of failure to achieve business objectives and can provide
only reasonable and not absolute assurance against material misstatement or
loss.
The Company has established procedures for planning and monitoring the
operational and financial performance of the Group, as well as compliance with
applicable laws and regulations. These procedures include:
• clear responsibilities for financial controls and
the production of timely financial management information;
• the control of key financial risks through clearly
laid down authorisation levels and proper segregation of accounting duties;
• the regular review of business updates, cash flows
and cash balances by management and the Board.
Principal risks and uncertainties
The Directors continuously monitor the business and markets to identify and
deal with risks and uncertainties as they arise. Set out below are the
principal risks which we believe could materially affect the Group's ability
to achieve its strategy. The risks are not listed in order of significance.
Risk Responsibility and Principal Control
Profitability and Dividends: Board/Executive Team:
Profitability remains a key focus for the Group. Delays in profitability in The Group has continued to cut costs to address reductions in fee income which
the longer term could threaten the Group's ability to trade on a going concern in part reflect wider market contraction. The Group remains focused on
basis, impact the Board's ability to fund growth and acquisitions as well as achieving run-rate profitability and the Board monitors costs and cash
the ability to pay dividends. management carefully to this end. In particular, cash forecasts are regularly
provided to the Board for the purposes of monitoring the position against
regulatory capital requirements.
Distribution: Board/Distribution:
Corporate actions such as acquisitions and business re-structuring can disturb The Group has rebuilt its Distribution function following changes in
existing clients while discouraging new ones. The reduction in the overall personnel. Distributors and markets are carefully targeted and client
size of the market for active equity asset management has also made increasing relationships monitored to identify and mitigate the risk of loss and to
assets under management more difficult. develop new opportunities.
Performance and Product: Board/Product/Investment Team:
Sustained under-performance or investment style drift could lead to client The Group continually monitors and develops its product suite to ensure that
redemptions as could situations where a fund is considered out-of-date in its it remains competitive and attractive. The Investment Team, in conjunction
positioning or no longer fit for purpose. with Investment Risk, continually monitor fund performance against targets,
including style, taking corrective action where necessary.
Loss of Key People: Board/Remuneration Committee:
The Group has managed most departures on a planned basis but going forwards The Board reviews succession planning for all senior executives. Senior
will need to ensure continued retention of key staff if it is to manage executives are subject to extended notice periods (between six and twelve
client, consultant and regulatory expectations. months). The Group seeks to offer attractive terms as well as a flexible
working environment. The Group operates a Restricted Share Plan and continues
to examine ways to incentivise and retain senior partners and key staff.
Economic Conditions: Board/Executive Team:
As an equity specialist the business remains vulnerable to any material fall To mitigate this risk our regulated subsidiaries consider various portfolio
in equity markets. metrics including individual stock performance, the composition and
diversification of each portfolio by industry sector, purchases and sales of
investments, the holding period of each investment and the contributors and
detractors to performance. Each portfolio manager provides rationale for stock
selection decisions. Our regulated subsidiaries also consider the
macro-economic and geopolitical risks and uncertainties that each client fund
is exposed to. Our regulated subsidiaries do not invest in countries which are
subject to sanctions or exposed to significant political risk. The Group seeks
to manage an appropriate balance of fixed and variable costs. In the event of
a sustained economic downturn, the Group would seek to take early action to
cut fixed costs.
Systems and Controls: Board/Operations:
Operating multiple systems across multiple subsidiary companies increases the The Group has developed a detailed controls framework to create a consistent,
risk of control failure. Managing multiple service providers also generates harmonised approach. The Group has consolidated to a single operating model as
challenges. well as rationalising service providers. The Board relies on the cyber
security and IT risk management tools implemented by its regulated
subsidiaries and third-party suppliers to prevent cyber-attacks. Its regulated
subsidiaries use a well-established third-party IT system (Bloomberg) for all
trading activity on behalf of the client funds. The Board is reliant on its
regulated subsidiaries and third-party suppliers to ensure that appropriate
measures are in place in order that critical operations can be maintained at
all times. The Company is aligned with the Operational Resilience requirements
set out by the FCA and regularly tests its business continuity capabilities.
Emerging Risks
Emerging risks that could impact the Group in the future are considered at
each Board meeting, along with any potential mitigating actions. For example,
the Board is currently considering the potential impacts on the Company of the
strategic review by European Opportunities Trust PLC. At the level of the
Group's client portfolios, artificial intelligence, ongoing global conflicts
(and the resulting economic uncertainty), the tariffs imposed by the United
States on its trading partners, the outcome of political elections and climate
change all pose emerging risks to the Group's client revenues beyond the
principal risks described above. While these risks currently exist, their
extent and long-term impact are yet to be quantified. They are assessed by the
Board on a continuing basis.
ENVIRONMENTAL SOCIAL AND GOVERNANCE
In pursuing its strategy, the Company is committed to a responsible business
approach that delivers positive outcomes and sustainable long-term value to
its stakeholders and particularly clients. The Company has an Environmental
Social and Governance policy (the "ESG Policy") which addresses relevant
aspects of its business.
In framing our ESG Policy we have focused on our clients concerns and needs.
We will endeavour to engage with our clients to understand and accommodate
their ESG requirements in terms of the services we provide.
Our ESG Policy is not static and has continued to evolve as our business and
markets have changed. We continually look to improve our ESG Policy in the
light of best market practice and the expectations of our stakeholders.
Environmental
We strive to reduce the impact of our business activities on the environment
and climate change. This includes reducing our energy, carbon, water and waste
footprint as a business. The Company does not currently fall under the scope
of Streamlined Energy and Carbon Reporting requirements.
Social
We expect to be a responsible member of the community and a force for positive
change. We endeavour to contribute to the community through philanthropic
partnerships, paid internships and encouraging employee volunteering.
Governance
Commensurate with the size of the Company's business, we embrace high
standards of integrity, transparency and corporate governance. We foster a
culture of inclusion, diversity of thought and background (including improving
our gender balance) and equality of opportunity across our business. We treat
our staff with integrity and respect. We are a values-led business and look to
attract, develop and retain the best talent.
The Modern Slavery Act 2015 requires certain companies to prepare a slavery
and human trafficking statement. The Company does not fall within the scope of
the Modern Slavery Act and therefore no slavery and human trafficking
statement is included in the Annual Report.
In our oversight of delegated day-to-day operations to key regulated
third-party service providers, we seek annual assurance from these providers
that they comply with applicable legislation, including the Modern Slavery Act
2015, the Bribery Act 2010, the Criminal Finances Act 2017, and relevant
provisions of the Economic Crime and Corporate Transparency Act 2022. We have
received confirmation from these key suppliers that they operate a
zero-tolerance policy towards illegal or unethical practices.
Memberships and Reporting
Our ESG agenda is supported by the activities of our operating businesses.
This includes the adoption of the United Nations-backed Principles for
Responsible Investment ("UNPRI") by key subsidiaries and by becoming
signatories to the UK Stewardship Code, to which both River Global Investors
and RGI Fund Management have been accepted by the Financial Reporting Council
("FRC") as signatories.
We are continuing to evolve our ESG policies across the Group with the
operation of a Sustainability and Stewardship Committee to oversee progress in
this area.
Acquisitions and Service Providers
Our strategy as a business is partly predicated on acquisitions. In terms of
businesses acquired we will look to ensure that they have or adopt policies
and initiatives which are consistent with our ESG Policy. Likewise, we expect
all significant service providers to the Company and its businesses to have in
place policies which are consistent with our ESG Policy.
OUR STAKEHOLDERS: S.172 STATEMENT
Duty to promote the success of the Company
Section 172(1) of the Companies Act 2006 requires Directors to act in the way
they consider, in good faith, would be most likely to promote the success of
the Company for the benefit of its members as a whole, and in doing so have
regard (amongst other matters) to:
• the likely consequences of any decision in the
long-term;
• the interests of the Company's employees;
• the need to foster the Company's business
relationships with suppliers, customers and others;
• the impact of the Company's operations on the
community and the environment;
• the desirability of the Company maintaining a
reputation for high standards of business conduct; and
• the need to act fairly between members of the
Company.
This Section 172 Statement sets out how the Directors have discharged this
duty.
In order for the Company to succeed in the long-term, the Board must build and
maintain successful relationships with a wide range of stakeholders. The Board
recognises that the long-term success of the Company is dependent on how it
works with a number of important stakeholders.
The Board's decision-making process considers both risk and reward in the
pursuit of delivering the long-term success of the Company. As part of the
Board's decision-making process, the Board considers the interests of a broad
range of the Company's stakeholders. The Board considers that its primary
stakeholders are clients, employees, shareholders, suppliers and service
providers, and regulators.
The Board fulfils its duties in collaboration with the senior management team,
to which day-to-day management has been delegated. The Board seeks to
understand stakeholder groups' priorities and interests. The Board listens to
stakeholders through a combination of information provided by management and
by direct engagement where appropriate. The following overview provides
further insight into how the Board has had regard to the interests of our
primary stakeholders, while complying with its duty to promote the success of
the Company in accordance with Section 172 of the Companies Act 2006.
Our primary stakeholders How we engage with them
Clients: Our distribution teams have a busy client engagement schedule and maintain
contact with our clients through regular meetings, reporting and written
The Company through its subsidiaries aims to provide investment products that communication. This helps us to understand our clients' needs.
meet the needs of clients and put those needs first.
Members of the senior management team meet directly with key clients to
understand the views of our clients and to ensure that we continue to meet our
clients' expectations.
Client engagement feeds into our regulated subsidiaries assessment that
products and services are fit for purpose and offer fair value in line with
the UK regulator's consumer duty obligations.
Employees: The Group's senior management team is engaged directly with its operating
subsidiaries and regularly participates in face-to-face meetings at management
The Company's employees are senior experienced professionals. It is of the level where open discussion is encouraged. Our subsidiaries have strong
utmost importance to the Board that we have a culture that attracts and leadership and management teams who engage with colleagues in a number of
retains talented employees. ways, including all employee calls and colleague network groups.
We value our diverse workforce and seek inclusion at all levels, with
colleague surveys providing actionable insights to how we can improve this.
The senior management team has focussed on withdrawing from loss making
businesses, the integration of newly acquired businesses into the Group and
the restructuring of certain group functions to better align with business
needs. During this process, due consideration has been given to all
stakeholders, including colleagues, shareholders and our clients.
The Group is proud to support the development of colleagues through training,
study leave and support as well as contributing to our community through the
support of a number of charities.
Shareholders: The Board engages with the Company's shareholders in a number of ways which
include the AGM and one-to-one meetings and telephone conversations. Our AGM
The ongoing support of our shareholders is vital in helping us deliver our allows shareholders the opportunity to engage directly with the Board.
long-term strategic objectives.
The Chairman, and CFOO regularly meet (in person and virtually) the Company's
major shareholders to discuss the financial performance of the Company.
Matters discussed with shareholders include strategy, its execution and the
generation of returns.
Suppliers and service providers: The Company is committed to the highest standards of business conduct.
The Company places reliance on external third-party suppliers and service The selection process and engagement with these parties is undertaken by
providers for certain activities and services. senior management. We ensure that there is an appropriate framework of
oversight of our key third-party suppliers. Regular meetings are held with key
third-party service providers and issues escalated to senior management where
required. Material supplier selection is reported to the Board and
significant issues or risks related to suppliers will be escalated to the
Board.
As described above, a key focus has been on the integration of the newly
acquired businesses into the Group. Suppliers and service providers have been
reviewed by senior management during this period as part of this project.
Regulators
The Group operates in the UK and is subject to the oversight of the Financial
Conduct Authority. We have a conduct-led culture that encourages our people to
act with integrity at all times.
The Company is AIM listed and complies with the AIM Rules. We engage with our
regulators through the Group's legal and compliance function by way of regular
mandatory reporting as well as any ad hoc interactions required by our
regulators.
Community and the environment
Due regard is given to the impact of the Company's operations on the community
and environment through the activities of its subsidiaries overseen by the
senior management team.
Reference is made to the Environmental, Social and Governance section above.
The Group aims to make an impact within the communities it operates in through
supporting charitable activities undertaken by employees through a GAYE
payroll scheme, volunteering leave, and colleague-selected charity partners.
The Group have also supported The Switch, an organisation providing Work
Experience placements for students in Tower Hamlets for over 30 years to
provide real life experiences of the world of work and to broaden career
aspirations.
This constitutes the strategic report which was approved by the Board on 16
March 2026 and signed on its behalf by:
Gary Marshall
Chief Financial and Operating Officer
16 March 2026
Company Registration Number: 04966347
BOARD OF DIRECTORS
Martin Gilbert
Chairman
Martin was appointed to the Board on 25 January 2021 as the Company's
Chairman.
Martin Gilbert has a long history in asset and wealth management. He
co-founded Aberdeen Asset Management PLC in 1983 and was chief executive
officer from 1991 to 2017. During that period Aberdeen Asset Management PLC
grew, through a combination of organic growth and strategic acquisition, to
become one of the world's leading independent asset managers with £308
billion of AUM. In 2017 Aberdeen Asset Management PLC merged with Standard
Life plc, to become Standard Life Aberdeen plc. On merging, Standard Life
Aberdeen plc was the biggest UK-based asset management company and the second
biggest in Europe. Martin was co-chief executive officer and subsequently vice
chairman until he retired from Standard Life Aberdeen plc in September 2020.
Martin is chairman of Revolut Ltd, Toscafund and an independent director of
Glencore plc, alongside a number of other directorships.
Skills and competencies:
Martin brings substantial experience and knowledge of the financial services
and asset management sector. He is an experienced leader, having been the CEO
of Aberdeen Asset Management PLC. Martin's breadth of experience in the
financial services sector, understanding of the diverse issues faced when
building an asset management group both organically and through acquisitions
and his strong leadership style allow him to lead an effective Board and are
vital to the Company's long-term sustainable success.
Gary Marshall
Chief Financial and Operating Officer
Gary was appointed to the Board on 11 October 2022 as the Company's Chief
Financial and Operating Officer.
Gary has worked in the financial services industry since 1983, initially in
life assurance but for over 30 years in asset management. He joined Aberdeen
Asset Management PLC in 1997 following Aberdeen's acquisition of Prolific
Financial Management and held a variety of roles leading up to being Head of
EMEA and UK Regions for Standard Life Aberdeen before retiring from that
company in 2021. In his capacity as regional head, Gary served as Chief
Executive for regulated operating subsidiaries based in the UK and Europe; he
also served as Chief Executive and Head of Americas for Aberdeen from 2010 to
2014, based in Philadelphia. Gary brought a strong finance perspective to his
previous roles and developed a deep understanding of the operational
complexities of running a multinational asset management business from years
spent managing and integrating acquired businesses. Gary is a qualified
actuary.
Skills and competencies:
Gary has extensive asset management experience having held a number of senior
roles in a large, well regarded asset management group. He has in-depth
expertise in finance, operations and regulatory compliance. Gary's operational
expertise and his experience of integrating businesses is vital to the Group's
strategy and the long-term sustainable success of the Company.
Jonathan Dawson
Senior Independent Director & Chairman of the Remuneration Committee
Jonathan joined the Board as senior independent director on 15 June 2022 on
completion of the acquisition of River and Mercantile Group PLC, where he had
been chairman for a number of years.
He is a graduate of the universities of St Andrews and Cambridge and started
his career in the Ministry of Defence before joining Lazard, the investment
bank, where he spent over 20 years. He left Lazard in 2005 and co-founded
Penfida Limited, the leading independent corporate finance adviser to pension
fund trustees which is now part of the XPS Group. Jonathan previously served
as a non-executive director and chair of the remuneration committee of
National Grid plc until July 2022. Other previous appointments include
non-executive directorships of Galliford Try plc, National Australia Group
Europe Limited and Standard Life Investments (Holdings) Limited. He also
served as senior independent director of Next plc and Jardine Lloyd Thompson
Group plc.
Skills and competencies:
Jonathan has significant financial services, pensions and non-executive
experience. He brings innovative perspective and independent oversight to the
Board. Jonathan's breadth of experience, knowledge of the business and strong
corporate governance expertise contribute to the effective operation of the
Board and long-term sustainable success of the Company.
Tudor Davies
Non-executive director & Chairman of the Audit Committee
Tudor was appointed to the Board on 23 March 2011 and was Chair of AssetCo PLC
(now River Global PLC) until the re-admission and change in April 2022 when
Martin Gilbert took over the role.
Tudor has over 20 years of experience in the repositioning of several Plc's,
as Chair, Chief Executive and Non-Executive Director, and was formerly a
partner with Arthur Young (a predecessor firm of Ernst & Young LLP)
specialising in corporate finance and recovery.
Skills and competencies:
Tudor brings substantial experience to the Board and his knowledge of the
turnaround of businesses allows him to bring a financial and strategic
perspective to a broad range of subjects in support of the Board and its
Committees.
Christopher Mills
Non-executive director
Christopher was appointed to the Board on 23 March 2011.
Christopher is chief executive officer of Harwood Capital Management Limited
and chief executive and investment manager of North Atlantic Smaller Companies
Investment Trust plc. He relinquished his role as Chairman of the Audit
Committee to Tudor Davies when the latter became non-executive.
Skills and competencies:
Christopher has significant asset management experience, having established a
successful asset management business, Harwood Capital. He is a highly regarded
investor and draws on this experience in support of the Board.
RICHARD PAVRY
General Counsel and Chief Risk Officer
Richard was appointed to the Board on 6 October 2025.
Richard is a graduate of Natural Sciences from Cambridge University. After a
legal practice conversion at City University he began his career as a
solicitor with Simmons & Simmons in 1996, moving to UBS Warburg Dillon
Read as a corporate financier in 1999. In 2000 he joined Jupiter Asset
Management Limited as a corporate financier and in-house legal counsel, where
he was responsible for advising on multiple high-profile corporate finance and
product development projects relating to Jupiter's investment trust,
Luxembourg SICAV, hedge funds and unit trust clients. He and his colleagues
set up Devon Equity Management Limited in April 2019, where he acted as chief
executive officer, chief compliance officer, MLRO and head of risk.
Skills and competencies:
Richard has significant asset management, compliance, risk management and
legal experience. He continues to hold a current practicing certificate from
the Solicitors' Regulatory Authority and he currently serves as General
Counsel, MLRO and Chief Risk Officer for the Group's regulated entities. He
brings substantial practical and technical experience to the Board.
SIMON TROUGHTON
Independent non-executive director
Simon was appointed to the Board on 6 October 2025.
Simon Troughton is an experienced financial services executive and board
director with over four decades of experience in investment banking, asset
management, and corporate governance. He served as Chairman of Devon Equity
Management from October 2019, until the successful acquisition by River
Global. Following the transaction, Simon joined River Global's board as a
Non‑Executive Director, where he continues to contribute to its global
expansion strategy. Previously, Simon was Deputy Chairman of Standard Life
Aberdeen, Partner and Chief Operating Officer at Cazenove, and Chief Operating
Officer at Fauchier Partners, a specialist fund of hedge funds investment
manager. He is a graduate of Cambridge University.
Skills and competencies:
Simon brings substantial experience and knowledge of the financial services
and asset management sector. He is an experienced leader, having operated at
the top level in a number of highly regarded financial institutions. Simon
brings experience of both hedge funds and conventional asset management as
well as investment banking to the table. His contribution in terms of both
corporate governance and all round financial services expertise adds
substantially to the dialogue at Board level and to the development of the
Company's strategic vision.
DIRECTOR'S REPORT
Introduction
The Directors present their annual report and the audited consolidated
financial statements of the Company and the Group for the year ended 30
September 2025.
Principal activities and business review
The Company's principal activity is to act as a holding company for a group of
wealth and asset management companies. River Global PLC is a public limited
company registered and domiciled in England and Wales with registered number
04966347. The Company is listed on AIM and is subject to the AIM Rules. The
Group operates principally in the United Kingdom. A review of the business is
set out in the Strategic Report, which is incorporated by reference into this
report.
Directors
The Directors who were in office during the year, and up to the date of
signing the financial statements, were as follows:
Martin Gilbert (Executive Chairman)
Gary Marshall (CFOO)
Jonathan Dawson (Senior Independent Director)
Tudor Davies (Non-Executive)
Christopher Mills (Non-Executive)
Richard Pavry (General Counsel and Chief Risk Officer) - appointed 6 October
2025
Simon Troughton (Independent Non-Executive Director) - appointed 6 October
2025
The company secretary is Gordon Brough.
In accordance with best practice, all Directors will offer themselves for
re-election at the AGM.
Results
The financial statements are set out on the pages below.
Dividend
Your Board decided against the payment of a dividend this year in light of
adverse trading conditions (2024: £nil).
Capital structure
The primary objective of the Company's capital management is to ensure that
capital is available to allocate to the business that maximises shareholder
value. In March 2025 the Company's share capital was reorganised so that each
Ordinary Share was divided into one A Ordinary Share and one B Share. The
share reorganisation aligned shareholders' interests with the Group's two main
business interests; the equities asset management business (represented by the
A Ordinary Shares) and the minority interest in Parmenion (represented by the
B Shares).
Full details of the authorised and issued capital, together with details of
the movements in the Company's issued share capital during the year, are shown
in note 30.
Financial risk management
See note 3 to the financial statements.
Research and development
No expenditure has been incurred during the year in respect of the Group's own
research and development activities (2024: £nil).
Future developments
The outlook for the Group is set out in the Chairman's Statement.
Directors' shareholdings and interests
The beneficial interests of the Directors in the shares of the Company
following the share reorganisation were as follows:
At
30 September 2025
RVRG RVRB
No. No.
Martin Gilbert 8,892,500 8,892,500
Gary Marshall 414,592 414,592
Jonathan Dawson 347,810 347,810
Tudor Davies 1 (#_ftn1) 2,073,920 2,073,920
Christopher Mills 2 (#_ftn2) 26,964,500 33,214,500
Richard Pavry - -
Simon Troughton - -
At
30 September 2024
ASTO
No.
Martin Gilbert 8,892,500
Gary Marshall 414,592
Jonathan Dawson 347,810
Tudor Davies 1 2,073,920
Christopher Mills 2 26,964,500
Richard Pavry -
Simon Troughton -
No Director had a material interest in any significant contract (other than a
service contract) with the Company or any subsidiary company at any time
during the year.
Conflicts of interest
A director has a statutory duty to avoid a situation in which they have or
could have a conflict of interest or possible conflict with the interests of
the Company.
The Company has adopted a policy relating to the handling by the Company of
matters that represent conflicts of interest or possible conflicts of interest
involving the directors. Where a conflict of interest or potential conflict of
interest is identified, only directors that are not involved in the conflict
or potential conflict may participate in any discussions or authorisation
process.
Substantial shareholdings
At 30 Jan 2026 the company secretary has been notified, in accordance with
Chapter 5 of the Disclosure Guidance and Transparency Rules sourcebook as
issued by the Financial Conduct Authority, of the following interests in 3% or
more in the ordinary share capital of the Company:
A Ordinary Shares (RVRG)
No. of shares % of issued share capital
Harwood Capital LLP 26,964,500 16.79
Punter Southall Group Ltd 12,745,800 7.94
Hargreaves Lansdown Asset Management Limited 10,350,579 6.44
Martin Gilbert 8,892,500 5.54
Somers 8,015,960 4.99
B Ordinary Shares (RVRB)
No. of shares % of issued share capital
Harwood Capital LLP 33,247,500 23.10
Punter Southall Group Ltd 12,745,800 8.86
Martin Gilbert 8,892,500 6.18
Somers 7,170,960 4.98
Hargreaves Lansdown Asset Management Limited 6,150,490 4.27
Dowgate Capital 4,976,035 3.46
A J Bell Securities 4,789,057 3.33
Share buy-back
At the annual general meeting in 2024, the Company was granted the authority
by its shareholders to buy back its own shares up to a maximum of 14,393,820.
The Company did not exercise this authority during the financial period under
review. However, the Company holds 5,352,350 A Ordinary Shares and 5,352,350 B
Shares in treasury from previous purchases.
Political donations
The Group made no political donations or contributions during the year (2024:
£nil).
Energy and Carbon Reporting
The Company does not currently fall under the scope of Streamlined Energy and Carbon Reporting (SECR) requirements as it falls below relevant size thresholds and consequently enhanced reporting has not been produced for these financial statements.
Business combinations and disposals
Business combinations and disposals during the year are discussed in note 22.
Post balance sheet events
Notable events which took place following the year end are described in note
35 ("Post Balance Sheet Events") being completion of the acquisition of Devon
Equity Management Limited, a revision to the lease for Edinburgh premises and
the sale of the Operating business.
Going concern
The Group is currently loss making, albeit with a trajectory that evidences
improving operational losses over time and which affords a pathway to
profitability. Against this background, the Directors have given careful
consideration to the going concern assumption on which the Group's accounts
have been prepared. Having carefully considered the Group's operational and
regulatory requirements, the Directors have concluded that the Group has
adequate financial resources to continue operating for the 12 months from the
date of signing these financial statements. On that basis the Directors have
continued to adopt the Going Concern basis of accounting in preparing the
consolidated Group and Company accounts. Details of the assumptions and work
performed to arrive at this conclusion are to be found within the Basis of
preparation note to the Financial Statements.
Statement of directors' responsibilities in respect of the financial statements
• The Directors are responsible for preparing the
Annual report and the financial statements in accordance with applicable law
and regulation.
• Company law requires the Directors to prepare
financial statements for each financial year. Under that law the Directors
have prepared the Group and the Company financial statements in accordance
with UK-adopted international accounting standards.
• Under company law, 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 Group and Company and of the profit or
loss of the group for that period. In preparing the financial statements, the
Directors are required to:
o select suitable accounting policies and then apply them consistently;
o state whether applicable UK-adopted international accounting standards
have been followed, subject to any material departures disclosed and explained
in the financial statements;
o make judgements and accounting estimates that are reasonable and prudent;
and
o prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group and Company will continue in business.
• The Directors are responsible for safeguarding the
assets of the Group and Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
• The Directors are also responsible for keeping
adequate accounting records that are sufficient to show and explain the
Group's and Company's transactions and disclose with reasonable accuracy at
any time the financial position of the Group and Company and enable them to
ensure that the financial statements comply with the Companies Act 2006.
• The Directors are responsible for ensuring the
annual report and the financial statements are made available on a website.
Financial statements are published on the company's website in accordance with
legislation in the United Kingdom governing the preparation and dissemination
of financial statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the company's website is the
responsibility of the Directors. The Directors responsibility also extends to
the ongoing integrity of the financial statements contained therein.
Directors' confirmations
In the case of each Director in office at the date the Directors' report is
approved:
• so far as the Director is aware, there is no
relevant audit information of which the Group's and Company's auditors are
unaware; and
• they have taken all the steps that they ought to
have taken as a Director in order to make themselves aware of any relevant
audit information and to establish that the Group's and Company's auditors are
aware of that information.
Directors' liability insurance
The Company has entered into deeds of indemnity for the benefit of each
Director of the Company in respect of liabilities to which they may become
liable in their capacity as director of the Company and any company in the
Group. Those indemnities are qualifying third party indemnity provisions for
the purposes of S. 234 of Companies Act 2006 and have been in force from 15
April 2022 (or, if later, the date of the Director's appointment) up to the
date of approval of the financial statements and will continue to be in force.
Independent auditors
Moore Kingston Smith LLP act as independent auditors to the Company. In
accordance with section 489(4) of the Companies Act 2006, a resolution to
reappoint Moore Kingston Smith LLP will be proposed at the annual general
meeting.
Corporate governance
The Company's statement of corporate governance can be found on page 36 of
these financial statements. The Corporate Governance Statement forms part of
this Report of the Directors and is incorporated by cross-reference. The Board
confirms that it has complied with the requirements of the Quoted Companies
Alliance Corporate Governance Code for small and mid-sized publicly traded
companies, save as disclosed below.
Annual General Meeting
The resolutions to be proposed at the forthcoming Annual General Meeting are
set out in the formal notice of the meeting published as a separate document
on 6 March 2026.
Recommendation
The Board considers that the resolutions to be proposed at the Annual General
Meeting are in the best interests of the Company and it is unanimously
recommended that shareholders support these proposals as the Board intends to
do in respect of their own holdings.
Approval of annual report
The Corporate Governance Report, the Strategic Report and the Directors'
Report were approved by the Board on 16 March 2026.
By order of the Board
Gary Marshall
Chief Financial and Operating Officer
16 March 2026
CORPORATE GOVERNANCE REPORT
Dear Shareholder,
The Board recognises the value of good corporate governance in ensuring the
long-term sustainable success of the Company. In accordance with AIM Rule 26,
the Company chooses to report against the Quoted Companies Alliance Corporate
Governance Code for small and mid-sized publicly traded companies (the "QCA
Code").
The following Report sets out the Company's governance arrangements and
describes how the ten principles of the QCA Code have been addressed and
provides the disclosures indicated by the Code. The Board has reviewed the
Corporate Governance disclosures and believes that the Group complies with the
principles and disclosures required by the QCA Code, except as otherwise
disclosed below.
Martin Gilbert
Chairman
16 March 2026
QCA Code Compliance
The Company has adopted the QCA Code. The disclosures below describe in detail
how we have applied the QCA Code and where our practices differ from the
expectations of the QCA Code. A formal statement on our compliance with the
QCA Code is set out in the Directors' Report.
1. Establish a purpose, strategy and business model which promote long-term value for Shareholders
The Business Review and Strategic Report describe the business model and
business objectives which when read with the Chairman's Statement describe the
past year's activity and the desired future prospects of the Group. Further
detail of the strategy is included in the Directors' Report. The principal
risks and uncertainties which may impact the Group's ability to achieve its
strategy are set out on page 19.
2. Promote a corporate culture that is based on ethical values and behaviours
The Board, in developing the Company through the implementation of its
strategy, will promote a positive corporate culture, and desired ethical
behaviours within the Company, and communicate these across the Group.
Integrity is key to the Group's success and is fundamental to the development
of a conduct led culture across the Group.
The Group has a suite of policies which underpin the Board's expectations of
ethical values and behaviours which it seeks to promote across the business.
In order to do so, the Group employs a series of measures including the
embedding of conduct and ethical standards within training modules which are
required to be undertaken by all employees and regular "all hands" briefings
where cultural values are reinforced, examples of the Board's expectations
showcased, and achievements celebrated. The Collective Network has been
established as an informal network for staff promoting ethical values and
celebrating diversity and inclusion: it reports on events and business updates
monthly.
3. Seek to understand and meet Shareholders' needs and expectations
The Company, through its Chairman, has regular contact with its institutional
Shareholders to understand their needs and expectations. Christopher Mills is
the CEO of the company's largest shareholder and where appropriate provides
feedback to the Board on that shareholder's view of the Company's performance.
The Board supports the principle that the Annual General Meeting should be
used to communicate with private Shareholders and encourages them to
participate.
Shareholders can access corporate, regulatory, news and share capital
information on the Company's website at www.riverglobalplc.com. Enquiries can
be directed to the Board using the corporate e-mail:
https://www.riverglobalplc.com/contact-us
4. Take into account wider stakeholder interests, including social and environmental responsibilities and their implications for long-term success
Details of the Board's consideration of its stakeholders is set out on pages
below (Section 172 Statement).
5. Embed effective risk management, internal controls and assurance activities considering both opportunities and threats, throughout the organisation
The Board considers regularly the risks relating to the Company's activities.
Details of the current risks and uncertainties facing the Company are set out
in the Strategic Report of this document.
Details of the approach to internal controls and risk management are also set
out in the Strategic Report. The Company does not currently have an internal
assurance function and has appointed a third party to undertake this work on a
case-by-case basis. The Board will continue to review the risk management
framework and assess its effectiveness.
6. Maintain the Board as a well-functioning balanced team led by the Chair
The composition of the Board is considered to be appropriate in terms of the
current development of the Company's business strategy. There is an
appropriate balance between executive and non-executive directors, one of
which was considered by the board to be independent during the accounting
period. There are four Board Committees. The terms of reference for each is
available on the Company's website at www.riverglobalplc.com.
Details of meeting frequency and attendance are set out below. All Board
members are expected to attend the Company's regular board meetings and
relevant Board Committee meetings and to ensure that they have sufficient time
to allocate to their role. Each Board member has confirmed that he has
sufficient time to perform the role effectively.
7. Maintain appropriate governance structures and processes that are fit for purpose and support good decision-making by the Board and ensure that individually and collectively the Directors have the necessary up-to-date skills and capabilities
The Board is responsible for the Company's system of internal controls and
reviewing its effectiveness. The procedures for planning and monitoring the
operation and performance of the Company, as well as its compliance with
applicable law and regulations, are set out below under "Corporate
Governance". The Board has formally approved a schedule of matters reserved
for the Board and requires various matters to be escalated from its operating
subsidiaries. The role of Executive Chairman and Senior Independent Director
is clearly understood and is operating satisfactorily, further disclosure will
be included on the Company's website in due course.
The Directors (biographical details in respect of which are set out in this
document) have a wide range of qualifications and expertise which is
considered appropriate in terms of the implementation of the Company's
strategy. The Board fosters an attitude of independence of character and
judgement. The Company Secretary advises the Board on governance matters. All
Directors have access to the Company Secretary and the General Counsel's
services and advice. While the Board is satisfied that its Directors have the
appropriate skills and expertise, no disclosure is provided detailing the
steps Directors take to keep their skills up to date. The Board values
diversity and expects to improve its gender balance once financial conditions
improve.
8. Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
The Board has been focussed on the implementation of the Company's strategy
and the completion of several corporate transactions. In the circumstances,
the Board has not undertaken a formal evaluation process of its effectiveness
during the period but expects to do so later in 2026.
9. Establish a remuneration policy which is supportive of long-term value creation and the Company's purpose, strategy and culture
A summary of the Board's approach to remuneration and its policy in this
regard is set out in the Remuneration Committee's Report.
10. Communicate how the Company is governed and is performing by maintaining a dialogue with Shareholders and other key stakeholders
The principal method of communicating the Company's corporate governance
process and principles is the Annual Report which is being sent directly to
Shareholders and is available on the Company's website at
www.riverglobalplc.com. The Annual General Meeting also provides an
opportunity for Shareholders to address corporate governance matters. Details
of the role of the Board's committees and work undertaken is described below.
Corporate Governance
Leadership and strategy
The Board is responsible for matters of strategy, performance, budgeting and
resources as well as setting standards of conduct and accountability. The
Board has delegated authority for the day to day running of the business to
the Senior Executive Team.
The Board has provided the Group with entrepreneurial leadership and is
responsible for the long-term sustainable success of the Company for the
benefit of its shareholders. The Board has regard for its other stakeholders,
including employees, clients, shareholders, suppliers and service providers
and regulatory authorities. Further detail of this is set out in the Section
172 Statement.
During the period, the Board has focussed on the development and execution of
the Company's strategy. A significant focus has been on the development of,
and execution of, acquisition opportunities, the integration of those
businesses and the reduction of costs in those businesses.
The Board has reviewed and challenged the annual budget during the period. The
Board receives regular reports on the progress of the implementation of cost
reduction strategies and the integration of the active equity businesses onto
a single operating model. The Board regularly reviews the resources required
for the Group's size and complexity.
Board Composition
The Board comprises two Executive Directors and five Non-Executive Directors.
No individual or group of individuals dominate the Board or its decision
making.
The Board considers Jonathan Dawson and Simon Troughton to be independent
directors for the purposes of the QCA Code during the reporting period.
Jonathan Dawson is the Senior Independent Director.
Details of the skills and competencies brought by each Director are set out
below their respective biographies.
All Directors are required to stand for re-election on an annual basis at the
Company's annual general meeting in accordance with the Company's Articles of
Association.
The Board, through the Nomination Committee, will continue to review the
Board's composition to ensure that the skills and experience of Directors
support the growth of the Company and the achievement of its strategic
objectives. In doing so, Board diversity will be actively considered.
The Board has determined that it has the appropriate balance of skills and
experience to enable it to effectively lead the Company.
Board and Committee Attendance
During the year, the Board held six scheduled meetings, which included
meetings to approve specific transactions as well as meetings to approve the
Company's full and half year results. Board and Committee Member attendance at
meetings is set out below:
Director Board Audit Remuneration Nomination
Martin Gilbert 8/8 n/a 2/2 n/a
Christopher Mills 5/8 1 n/a n/a
Jonathan Dawson 8/8 3/3 2/2 n/a
Gary Marshall 8/8 n/a n/a n/a
Tudor Davies 8/8 3/3 2/2 n/a
Commitment
The Board requires all Directors to devote sufficient time to their duties and
use their best endeavours to attend all meetings. The Directors' appointment
letters or service contracts (as applicable) set out a minimum time
commitment, which for a non-executive director includes attendance at six
board meetings per annum, attendance at the AGM and additional meetings as
required. The Board is satisfied that each Director has sufficient time to
undertake their duties effectively.
Governance Framework
The Company, consistent with the early stages of the implementation of its
business strategy, has a flat management structure.
The terms of reference of each Board Committee has been reviewed, updated and
approved.
The Board continues to review the governance arrangements across the Group
which are evolving as part of the consolidation and integration work following
the completion of acquisitions.
Operation of the Board
The Board meets regularly: typically six times a year and on an ad-hoc basis
to consider specific items of business as the need arises.
The Chairman, in conjunction with the Executive Directors and Company
Secretary, sets the agenda for each Board meeting. Management information is
delivered ahead of each Board meeting and a comprehensive set of papers is
circulated before Board meetings. The decisions of the Board are formally
minuted.
All Directors have access to the Company Secretary's services and advice.
On certain matters in the year, the Board has sought external advice.
Conflicts of interest
The Board takes action to identify and manage conflicts of interest. Where
conflicts of interest arise, the relevant Director would declare their
interest in the matter and recuse themselves from the discussion and any
related decision.
Delegation of Authority
The Board is responsible for setting strategy, purpose and the direction of
the Company. The Board has delegated to the Senior Executive Team authority
for the day to day running of the business and specific authority (as set out
in the terms of reference of each committee) to the Audit, Remuneration,
Nomination and Disclosure Committees (the "Committees"). The remit of each
Committee is described below.
Audit Committee
Committee Composition
The Audit Committee comprises Tudor Davies (Chair), Christopher Mills and
Jonathan Dawson. The Committee members have a mix of financial and sector
experience. The Committee received information and support from the Executive
Directors as well as the Company Secretary in performing its duties.
The Committee's responsibilities
The Audit Committee is focused on the key areas of financial integrity,
internal controls and risk management. This includes:
• review of the financial statements and Annual
Report;
• consideration of the external audit report and
management representation letter;
• going concern review;
• review of the audit plan and audit engagement
letter;
• review of the auditor's fees and non-audit
services;
• review of the risk management and internal
controls;
• review of the interim results; and
• meetings with the auditors with and without
management present.
The Audit Committee monitors the relationship with the auditors, Moore
Kingston Smith LLP, to ensure that the auditors' independence and objectivity
are maintained. As part of its review the Committee monitors the provision of
non-audit services by the external auditors.
The auditors prepare an audit plan for the full-year financial statements. The
audit plan sets out the scope of the audit, areas of special focus and audit
timetable. This plan is reviewed and agreed in advance by the Audit Committee.
Following the audit of the annual financial statements, the auditors present
their findings to the Audit Committee for discussion. Matters of material
estimates and judgement are regularly discussed and are detailed in note 4;
'Critical accounting estimates and judgements'.
Review of activities during the year
During the year ended 30 September 2025 the Audit Committee met five times.
The Committee considered:
• The Auditor's year-end audit plan;
• The annual report and financial statements for the
year-ended 30 September 2024 and the interim results for the current period to
ensure they were fair, balanced and understandable;
• Significant accounting judgments and estimates;
• Risk management reporting
• Internal control systems
• Cost reduction proposals
• Going concern; and
• Impairments of investments, goodwill and other
assets.
Remuneration Committee
Committee Composition
The Remuneration Committee comprises Jonathan Dawson (Chair), Christopher
Mills and Tudor Davies. As the Company is not listed on the Main Market, it is
not subject to the requirements of the Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment) Regulations 2013.
The Committee's responsibilities
The Remuneration Committee is tasked with ensuring that Directors and senior
employees are provided with an appropriate package of incentives and rewards
that align personal reward with increased shareholder value over both the
short and longer term. This includes:
• Determining the framework or policy for
remuneration for the Company's Executive Directors and senior management;
• Setting targets for any performance related pay
schemes;
• Overseeing any long term incentive share schemes;
and
• Overseeing major changes in employee benefit
structures.
Review of activities during the year
During the year ended 30 September 2025 the Remuneration Committee met twice.
The Committee considered matters related to compensation terms for existing
and new employees, variable compensation awards and severance terms.
Nomination Committee
Committee Composition
The Nomination Committee comprises Martin Gilbert (Chair), Christopher Mills,
Jonathan Dawson and Tudor Davies.
The Committee's responsibilities
The Nomination Committee is responsible for reviewing the structure, size and
composition of the Board and identifying and nominating, for the approval of
the Board, candidates to fill vacancies on the Board as and when they arise.
This includes:
• Responsibility for identifying and nominating for
approval of the Board candidates to fill Board vacancies;
• Evaluating the balance of skills, knowledge and
experience on the Board;
• Considering succession planning for directors and
senior executives; and
• Reviewing the time requirements for Board
positions.
Review of activities during the year
The Nomination Committee did not meet during the year.
Disclosure Committee
The Disclosure Committee is responsible for determining whether information
concerning the Company or its shares constitutes inside information which
should be disclosed to the market and includes the timing of such disclosures
and the approval of the content of such disclosures. The Disclosure Committee
is comprised of Martin Gilbert, Gary Marshall and Gordon Brough, the Company
Secretary. The Disclosure Committee meets on an ad-hoc basis as required.
The terms of reference for each Committee is available on the Company's
website at www.riverglobalplc.com. The entity has taken the exemption from
SECR disclosures given the size, and has not reported on scope 1, 2 or 3
emissions.
The Committees are provided with sufficient resources to discharge their
duties, including access to external advisers where required.
REMUNERATION COMMITTEE REPORT
The following represents the Directors' Remuneration Report for the year to 30
September 2025
As the Company is listed on the Alternative Investment Market ('AIM') we have
a number of obligations regarding disclosure which are covered in full in this
report and elsewhere. Our aim is to demonstrate that our remuneration policy
is aligned to the needs of the business and attuned to shareholders' interests
by promoting the long-term success of the firm and delivery of its strategic
plan.
Committee Composition
During the course of the year ended 30 September 2025, the Remuneration
Committee comprised all the Non-Executive Directors and was chaired by
Jonathan Dawson.
The Committee's responsibilities
The Remuneration Committee is tasked with ensuring that Executive Directors
and senior employees are provided with an appropriate package of incentives
and rewards that align personal reward with increased shareholder value over
both the short and longer term. This includes:
• Determining the framework or policy for
remuneration for the Company's Executive Directors and senior management;
• Setting targets for any performance related pay
schemes;
• Overseeing any long-term incentive share schemes;
and
• Overseeing major changes in employee benefit
structures.
Compensation and Benefit Structure
The Group's main compensation and benefit arrangements are broadly common
across all employees. The components are:
Fixed pay
Basic Salary which is paid monthly in arrears.
Benefits
The Group provides access to a range of core and flexible benefits. Whilst the
intention is to harmonise these across the Group, we currently operate a small
number of pension arrangements: a contributory pension scheme of 5% of basic
salary with Company matching, a non-contributory scheme of 10% of basic
salary, or an equivalent allowance. Insured benefits consisting of Life
Assurance (typically 4x basic salary) and Income Protection (typically 66.67%
of basic salary) are also part of the core benefits offering. Employees
benefit from 30 days annual leave, in addition to public holidays, and can
elect to opt in to private medical insurance for themselves with the
opportunity to add dependants at their own cost.
Discretionary Bonus
A discretionary cash bonus is considered at the financial year end.
Consideration includes the Group's overall performance along with delivery of
individual performance against objectives including contribution to team and
approach to risk management. Partners and employees of River Global Investors
LLP, who comprise the portfolio management team of one of the main equity
asset management subsidiaries of the Group, instead participate in a profit
share arrangement which allocates a fixed percentage of revenues from the
portfolios that they manage to a profit sharing pool from which all salaries
and any discretionary bonus is paid once certain allocated costs have been
deducted. A somewhat similar revenue sharing arrangement applies for certain
other portfolio managers.
Annual salary review
The Group has remained loss making throughout the year and, accordingly, it
was determined that base pay changes would be awarded only to individuals that
had taken on additional responsibilities and/or to better align them with
market/peer group comparators
Discretionary Bonus
Similarly, discretionary bonuses were awarded only to a small, targeted number
of employees either in recognition of an exceptional contribution or as part
of a retention initiative.
Restricted Share Plan
The Company announced the adoption of a Restricted Share Plan at the beginning
of November 2023. The Plan is designed primarily with longer term retention of
critical staff in mind and recognises the fact that the challenging operating
conditions provide limited scope for other more immediate rewards. It is
intended to be both simple and transparent, without pre-conditions that are
either complex to measure or monitor, or capable of becoming misaligned with a
developing business. The simple incentive of alignment with a rising share
price was considered to be the most compelling performance incentive. There
was one new award (relating to A Ordinary shares only) under the Restricted
Share Plan during the year. The Committee has considered terms for those
retiring or exiting employees who were previously awarded restricted shares as
the need has arisen.
Audited Directors' remuneration for the year ended 30 September 2025
Salary Pension Bonus Total LTIP/Share Plan
£ £ £ £ £
Martin Gilbert - - - - -
Gary Marshall* 125,000 12,500 - 137,500 74,100
Jonathan Dawson 40,000 - - 40,000 -
Tudor Davies 40,000 - - 40,000 -
Christopher Mills 40,000 - - 40,000 -
* Full time employee.
An IFRS 2 accounting charge of £74,100 (2024: £61,000) was accrued in the
year ended 30 September 2025 relating to the portion of the Restricted Share
Plan awarded in November 2023 to Gary Marshall.
Gary Marshall
Chief Financial and Operating Officer
16 March 2026
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS
Opinion
We have audited the financial statements of River Global plc (the 'Parent
Company') and its subsidiaries (the 'Group') for the year ended 30 September
2025 which comprise the Consolidated Income Statement, the Consolidated
Statement of Comprehensive Income, the Consolidated and Company Statements of
Financial Position, the Consolidated and Company Statements of Changes in
Equity, the Consolidated and Company Statements of Cash Flows and notes to the
financial statements, including significant accounting policies. The financial
reporting framework that has been applied in their preparation he is
applicable law and UK adopted International Accounting Standards, and as
regards the parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 30 September 2025 and of
the Group's loss for the year then ended;
· the Group financial statements have been properly prepared in
accordance with UK adopted International Accounting Standards;
· the Parent Company financial statements have been properly prepared
in accordance with UK adopted International Accounting Standards and as
applied in accordance with the provisions of the Companies Act 2006; and
· the financial statements 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 Group 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 as applied to listed entities, 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.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its
environment, including the Group's system of internal control, and assessing
the risks of material misstatement in the financial statements. We conducted
individual statutory audits on the significant components included in the
consolidated financial statements. These audits were performed to their own
individual materiality, either by the group audit engagement team or by
component audit teams under the direction of the group audit engagement team.
The results of these audits were considered in forming our opinion on the
group financial statements.
For the significant components within our audit scope, we evaluated the
controls in place by performing walkthroughs over the financial reporting
systems identified as part of our risk assessment. We also reviewed the
accounts production process and addressed critical accounting matters. We then
undertook substantive testing on significant classes of transactions and
material account balances.
For non-significant components that were not subject to their own statutory
audit, we performed sufficient substantive analytical review and other
procedures as considered necessary to enable us to express our opinion on the
Group financial statements.
We also addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the directors that
may have represented a risk of material misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
A description of each matter is included below
Description How our scope addressed this matter
Revenue recognition - Group Our audit work included, but was not restricted to:
Revenue streams encompass various services such as fees for asset management · Gained an understanding of the company's revenue recognition policies
and authorised corporate director (ACD) activities. and procedures for each revenue stream by understanding the design and
implementation of controls.
The diverse nature of these revenue streams introduces complexity into revenue
recognition practices increasing the risk of errors or misstatements. • We confirmed that the company's accounting policy for revenue
Furthermore, the nature of accrued and deferred income arrangements creates recognition complied with the requirements of IFRS 15.
opportunities for management to manipulate or misstate revenue figures. There
is a risk that management could improperly recognise accrued income to inflate • Obtained and reviewed SOC 1 reports where appropriate to assess the
current period revenue or defer income recognition to future periods to smooth effectiveness of controls at the service organisation that impact the revenue
earnings or conceal financial performance. recognition process.
For the year ended 30 September 2025, the Group reported a consolidated • We independently obtained assets under management (AUM) data,
revenue of £12.2million (2024: £14.4m). commitments and rates prevalent in respective management arrangements directly
from 3rd party fund administrators.
ISA (UK) 240 requires auditors to presume that there is a risk of fraud in
revenue recognition. We therefore identified revenue recognition as a key • We verified that all asset management and ACD fee income had been
audit matter. appropriately recognized by reconciling the amounts recorded by the Company to
the AUM records provided by the administrators.
• We performed proof in total checks in respect of revenue falling
under asset management agreements.
• We confirmed any amounts to be deferred/accrued to the relevant
nominal breakdowns, as well as substantively testing these balances in our
proof in total.
• We performed substantive testing on cut off at the period end.
• We reviewed the adequacy of the disclosures in the financial
statements in accordance with the requirements of IFRS 15.
Key observations
Based on the results of our audit procedures, we did not identify any material
misstatements in revenue recognition. We concluded that revenue was recognised
in accordance with the Group's revenue recognition accounting policy and the
requirements of IFRS 15.
Impairment of goodwill and intangible assets - Group Our audit work included, but was not restricted to:
At the reporting date, the Group reported goodwill and intangible assets of • Critically assessing the impairment workings prepared by management
£7.6 million (2024: £16.4 million), as detailed in note 20, making this a that cover all operating segments, challenging management assumptions
significant component of the Consolidated Statement of Financial Position. underpinning the forecasts by performing sensitivity analysis and testing
other elements of the calculations for reasonableness.
The Group operates multiple trading subsidiaries, which are grouped into two
distinct Cash Generating Units (CGUs) within the organisation. The performance • Considering the impact of our going concern review in this area and
of these individual operating segments may exhibit variability due to factors ensured that the forecasts used for impairment and going concern reviews were
such as market conditions, economic fluctuations, and competitive dynamics. consistent.
Variations in segment performance could impact the recoverability of goodwill
and other intangible assets associated with each CGU. • Reviewing the disclosures around significant estimates and
judgements in the financial statements and ensuring that they are consistent
The carrying value of goodwill and other intangible assets is sensitive to with the basis for the impairment assessment and in accordance with the
changes in the financial performance of the underlying CGUs. A decline in the disclosure requirements of IAS 36.
financial performance of specific operating segments, such as revenue growth,
profitability margins, or cash flow generation, may trigger impairment • Testing the mathematical accuracy of the models.
indicators, necessitating impairment testing and potential write-downs of the
carrying amount of goodwill and intangible assets. • We reviewed the adequacy of the disclosures in the financial
statements in accordance with the requirements of IAS 36 Impairment of Assets.
Given the significance of these judgements to the financial statements, we
identified valuation of intangible assets as a key audit matter. Key observations
Based on the procedures performed, we conclude that management's impairment
assessment of goodwill and intangible assets as at 30 September 2025 has been
performed in accordance with IAS 36 Impairment of Assets. The carrying amounts
of goodwill £10.1million and intangible assets £5.5 million, which together
comprise a single cash-generating unit (CGU), have been compared to the
recoverable amount of £7.6 million, determined on a fair value less costs of
disposal basis. The resulting impairment loss of £8.1 million has been
appropriately recognised in the year and allocated in accordance with IAS 36,
being first charged against goodwill, reducing its carrying amount to £7.6
million.
Impairment of Investments in subsidiaries - Company Our audit work included, but was not restricted to:
Investments in subsidiaries present a key audit risk due to the subjective • We obtained an understanding of the client's identification and
nature of the investment assessment, particularly in the valuation process assessment of the relevant cash generating unit (CGU).
which places reliance on management's assumptions and external economic
factors that could affect the subsidiaries' performance. • We obtained and evaluated the support for the recoverable amount
determined on a fair value less costs of disposal basis.
There is a risk that management's assessment of key assumptions such as cash
flow projections, growth rates or discount rates could be misstated, resulting • Comparing the carrying value of the subsidiaries to the fair value
in the recoverable amount of the investments being overestimated. less costs of sale of £7.6 million.
An impairment totalling £30.3m in relation to investment in subsidiaries has • In light of the decline in fair value less cost to sell, we
been recognised in the company financial statements for the year-ended 30 critically assessed management's revised value in use calculations to confirm
September 2025. that the key assumptions were consistent with current performance and
prevailing market and industry conditions.
Due to the material impairment recorded during the reporting period and the
complex nature of this process, we identified impairment of investments as a • We reviewed the recognition and allocation of the impairment loss
key audit matter. and concluded that the impairment has been accounted for and allocated in
accordance with IAS 36 Impairment of Assets.
• We reviewed the adequacy of the disclosures relating to the
impairment assessment of the investment in subsidiaries in the financial
statements, in accordance with the requirements of IAS 36 Impairment of
Assets.
Key observations
Based on the procedures performed, we conclude that management's assessment of
the recoverable amount of the Company's investments in subsidiaries is
reasonable. The impairment charge of £30.3 million recognised in the year,
represents an appropriate write down of the carrying amount of these
investments. We are satisfied that this impairment has been recognised in
accordance with the applicable financial reporting framework and that no
further impairment of the investments in subsidiaries is required as at 30
September 2025.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and
application of materiality. We define materiality as the magnitude of
misstatement that could reasonably be expected to influence the readers and
the economic decisions of the users of the financial statements. We use
materiality to determine the scope of our audit and the nature, timing and
extent of our audit procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole.
Due to the nature of the Group and its activities, we considered gross assets
to be the focus for the users of the financial statements, accordingly this
consideration influenced our judgement of materiality. Based on our
professional judgement, for the Group, we determined materiality to be £560k,
which represents 1% of gross assets. For the Parent Company, we determined
materiality to be £504k, also based on 1% of gross assets.
On the basis of our risk assessment, together with our assessment of the
overall control environment, our judgement was that performance materiality
(i.e. our tolerance for misstatement in an individual account or balance) for
the Group and Parent Company was 50% of materiality, namely £280k and £252k
respectively.
We agreed to report to the Audit Committee all audit differences in excess of
£28k for the Group and £25k for the Parent Company, as well as differences
below that threshold that, in our view, warranted reporting on qualitative
grounds. We also reported to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the financial
statements.
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. Our evaluation of the directors'
assessment of the Group and Parent Company's ability to continue to adopt the
going concern basis of accounting included, but was not limited to:
• Comparing performance for the year ended 30
September 2025 to the previous reporting period and obtaining explanations for
significant variances.
• Critically assessing projected revenue by
reference to signed contracts and/ or other evidence to support inclusion of
this revenue in the projections
• Comparing projected costs incurred to historic
levels and against committed development projects
• Critically assessing management's sensitivity
analysis to identify key variables and considering any further plausible
downside scenarios that could impact the going concern assessment
• Critically assessing management's ability to
prepare accurate forecasts by comparing the forecast prepared for the 2024
financial period and comparing it to the actual results for the financial
period ended 30 September 2025
• Critically assessing management's forecasts under
the scenario that a sale of the A shares is concluded in the forecast period
• Considering the adequacy of disclosures around the
use of going concern given the findings of the work performed above.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and Parent Company's
ability to continue as a going concern for a period of at least twelve months
from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
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 contained within the
annual report. 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.
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 course of 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
themselves. 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 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 Group and the Parent
Company and their 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 where the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by
the Parent Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• the Parent Company 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 Group's and the parent 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 Group or the parent 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 aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities is available on the FRC's
website at
https://wwww.frc.org.uk/auditors/auditor-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor's-responsibilities-for
This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
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.
The objectives of our audit in respect of fraud are; to identify and assess
the risks of material misstatement of the financial statements due to fraud;
to obtain sufficient appropriate audit evidence regarding the assessed risks
of material misstatement due to fraud, through designing and implementing
appropriate responses to those assessed risks; and to respond appropriately to
instances of fraud or suspected fraud identified during the audit. However,
the primary responsibility for the prevention and detection of fraud rests
with both management and those charged with governance of the company.
Our approach was as follows:
• We obtained an understanding of the legal and
regulatory requirements applicable to the Group and considered that the most
significant are the Companies Act 2006, UK adopted International Accounting
Standards, the rules of the Alternative Investment Market, the rules of the
Financial Conduct Authority (where applicable) and UK taxation legislation;
• We obtained an understanding of how the Group
complies with these requirements by discussions with management and those
charged with governance;
• We assessed the risk of material misstatement of
the financial statements, including the risk of material misstatement due to
fraud and how it might occur, by holding discussions with management and those
charged with governance;
• We inquired of management and those charged with
governance as to any known instances of non-compliance or suspected
non-compliance with laws and regulations, and reviewed minutes of the meetings
of the Board and the various Committees; and
• Based on this understanding, we designed specific
appropriate audit procedures to identify instances of non-compliance with laws
and regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroborative evidence as
required.
There are inherent limitations in the audit procedures described above. We are
less likely to become aware of instances of non-compliance with laws and
regulations that are not closely related to events and transactions reflected
in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
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 for no purpose other than to draw to the attention of the Company's
members those matters which we are required to include in an auditor's report
addressed to them. To the fullest extent permitted by law, we do not accept or
assume responsibility to any party other than the Company and Company's
members as a body, for our work, for this report, or for the opinions we have
formed.
Jonathan Russell (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP, Statutory
Auditor
6th Floor,
9 Appold Street
London
EC2A 2AP
16 March 2026
CONSOLIDATED INCOME STATEMENT
For the year ended 30 September 2025
Note 2025 2024
£'000 £'000
CONTINUING OPERATIONS
Revenue 5 12,170 13,845
Cost of sales (708) (491)
Gross profit 11,462 13,354
Other income 7 2,689 2,648
Other administrative expenses (17,431) (21,380)
Total administrative expenses 8 (17,431) (21,380)
Other (losses) / gains 9 (8,059) 166
Operating loss 10 (11,339) (5,212)
Finance income 13 225 293
Finance costs 14 (84) (105)
Finance income 141 188
Share of results of associate 23 - -
Loss before tax (11,198) (5,024)
Income tax (expense) / credit 16 (40) 2,898
Loss for the year (11,238) (2,126)
Loss attributable to:
Owners of the parent (11,238) (2,126)
Loss for the period attributable to continuing operations (11,238) (2,126)
DISCONTINUED OPERATIONS
Loss from discontinued operation (attributable to equity holders of the 6 - (326)
company)
Total loss attributable to the owners of the parent during the year (11,238) (2,452)
Continuing operations loss per ordinary share attributable to the owners of
the parent during the year
Share Class* RVRG RVRB ASTO
Basic - pence 17 (9.30) 1.49 (1.48)
Diluted - pence 17 (9.30) 1.49 (1.48)
Discontinued operations loss per ordinary share attributable to the owners of
the parent during the year
Share Class* RVRG RVRB ASTO
Basic - pence 17 - - (0.23)
Diluted - pence 17 - - (0.23)
Total loss per ordinary share attributable to the owners of the parent during
the year
Share Class* RVRG RVRB ASTO
Basic - pence 17 (9.30) 1.49 (1.71)
Diluted - pence 17 (9.30) 1.49 (1.71)
* As described within the Chairmans Statement the Company now trades under two
share classes (previously one (ASTO)). They are; A Ordinary Shares (RVRG) and
B Shares (RVRB). Results have been presented accordingly with further details
available within note 30 of these results.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 September 2025
Note
2025 2024
£'000 £'000
Loss for the year 5 (11,238) (2,452)
Total comprehensive loss for the year (11,238) (2,452)
Attributable to:
Owners of the parent (11,238) (2,452)
Total comprehensive loss for the year (11,238) (2,452)
CONSOLIDATED AND COMPANY'S STATEMENT OF FINANCIAL POSITION
As at 30 September 2025
Note Group 2025 Group 2024 Company Company
£'000 £'000 2025 2024
£'000 £'000
Assets
Non-current assets
Property, plant and equipment 18 152 75 - -
Right-of-use assets 19 910 766 - -
Goodwill and intangible assets 20 7,608 16,446 - -
Deferred tax asset 31 1,373 1,546 - -
Investments in subsidiaries 21 - - 7,608 37,560
Investment in associates 23 29,739 27,049 29,910 27,221
Total non-current assets 39,782 45,882 37,518 64,781
Current assets
Trade and other receivables 24 2,855 5,821 96 3,003
Financial assets at fair value through profit and loss 25 100 93 27 79
Cash and cash equivalents 26 6,149 8,727 37 3
Total current assets 9,098 14,641 160 3,085
Total assets 48,886 60,523 37,679 67,866
Liabilities
Non-current liabilities
Lease liabilities 19 370 290 - -
Deferred tax liabilities 31 1,373 1,546 - -
Total non-current liabilities 1,743 1,836 - -
Current liabilities
Trade and other payables 27 3,652 4,631 9,123 10,419
Lease liabilities 19 634 569 - -
Current income tax liabilities 28 410 368 343 343
Total current liabilities 4,696 5,568 9,466 10,762
Total liabilities 6,439 7,404 9,466 10,762
Shareholders' equity
Issued share capital 30 1,493 1,493 1,493 1,493
Share premium 30 209 209 209 209
Capital redemption reserve 30 653 653 653 653
Merger reserve 30 43,063 43,063 43,063 43,063
Other reserve 30 1,178 612 1,171 612
Retained earnings (4,149) 7,089 (18,376) 11,074
Total equity 42,447 53,119 28,213 57,104
Total equity and liabilities 48,886 60,523 37,679 67,866
The Company has elected to take the exemption under section 408 of the
Companies Act 2006 not to present the Company income statement. The loss of
the Company for the year was £29,452,000 (2024 profit: £1,026,000). The
notes to the financial statements are an integral part of these consolidated
financial statements. The financial statements were authorised for issue by
the board of directors and were signed on its behalf by Gary Marshall.
Gary Marshall
Chief Financial and Operating Officer
16 March 2026
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2025
Share capital Share premium Capital redemption reserve Merger reserve Other reserve Retained earnings Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 September 2023 1,493 209 653 43,063 95 8,429 53,942
Loss for the year - - - - - (2,452) (2,452)
Total comprehensive income for the year - - - - - (2,452) (2,452)
IFRS2 share scheme charge - - - - 517 - 517
Treasury shares used to settle Ocean Dial Asset Management Limited acquisition - - - - - 1,112 1,112
(note 22)
Balance at 30 September 2024 1,493 209 653 43,063 612 7,089 53,119
Loss for the year - - - - - (11,238) (11,238)
Total comprehensive income for the year - - - - - (11,238) (11,238)
IFRS2 share scheme charge - - - - 566 - 566
Balance at 30 September 2025 1,493 209 653 43,063 1,178 (4,149) 42,447
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 September 2025
Share capital Share premium Capital redemption reserve Merger reserve Other reserve Profit and loss account Total Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 September 2023 1,493 209 653 43,063 95 8,936 54,449
Profit for the year 1,026 1,026
Total comprehensive income for the year - - - - - 1,026 1,026
IFRS 2 share scheme charge - - - - 517 - 517
Treasury shares used to settle Ocean Dial Asset Management Limited acquisition - - - - - 1,112 1,112
(note 22)
Balance at 30 September 2024 1,493 209 653 43,063 612 11,074 57,104
Loss for the year - - - - - (29,452) (29,452)
Total comprehensive income for the year - - - - - (29,452) (29,452)
IFRS 2 share scheme charge - - - - 559 - 559
Balance at 30 September 2025 1,493 209 653 43,063 1,171 (18,377) 28,212
CONSOLIDATED AND COMPANY'S STATEMENT OF CASH FLOWS
For the year ended 30 September 2025
Notes Group 2025 Group Company Company
£'000 2024 2025 2024
£'000 £'000 £'000
Cash flows from operating activities
Cash (outflow) from continuing operations 32 (2,215) (8,230) 34 (3,616)
Corporation tax received - 1,159 - -
Net cash (outflow) from Continuing Operations (2,215) (7,071) 34 (3,616)
Net cash inflow / (outflow) from Discontinued Operations - (326) - -
Net cash (outflow) from total operations (2,215) (7,397) 34 (3,616)
Cash flows from investing activities
Net cash (paid) from acquisitions 22 - (1,822) - -
Payments for deferred consideration (SVM) 22 - (7,000) - -
Finance income 13 225 293 - -
Finance income / (costs) 14 61 (105) - -
Proceeds from sale of investment at fair value through profit and loss - (79) - (79)
Purchase of intangibles 20 - (39) - -
Net cash (outflow)/inflow from investing activities 286 (8,752) - (79)
Cash flows from financing activities
Lease payments (648) (697) - -
Net cash (outflow) from financing activities (648) (697) - -
Net change in cash and cash equivalents (2,578) (16,846) 34 (3,695)
Cash and cash equivalents at beginning of year 8,727 25,573 3 3,698
Cash and cash equivalents at end of year 26 6,149 8,727 37 3
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 30 September 2025
1. Legal Status and Activities
River Global PLC ("River Global" or the "Company") is the Parent Company of a
group of companies ("the Group") which offers a range of investment services
to private and institutional investors. The Company is a public limited
company, incorporated and domiciled in the United Kingdom under the Companies
Act 2006 and is listed on the Alternative Investment Market ("AIM") of the
London Stock Exchange. The address of its registered office is 30 Coleman
Street, London, EC2R 5AL.
The financial statements have been presented in sterling to the nearest
thousand pounds (£000) except where otherwise indicated.
These financial statements were authorised for issue by the Board of Directors
on 16 March 2026.
2. Significant Accounting Policies
The principal accounting policies applied in the preparation of these
consolidated financial statements, which have been applied consistently with
those applied in the previous year, are set out below.
a. Basis of preparation
The financial statements comply with AIM Rules and have been prepared in
accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards. The financial statements are prepared using the
historical cost convention modified by revaluation of financial assets and
financial liabilities held at fair value through profit or loss. The
accounting policies which follow set out those policies which apply in
preparing the financial statements for the year ended 30 September 2025.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported for assets and liabilities as
at the balance sheet date and the amounts reported for revenue and expenses
during the year. The nature of estimation means the actual outcomes may differ
from the estimates. Further details on the critical accounting estimates used
and judgements made in preparing these financial statements can be found in
note 4.
NEW AND AMENDED STANDARDS ADOPTED BY THE COMPANY AND GROUP
The following new and revised Standards and Interpretations have been issued
and are effective for the current financial period of the Company:
• Classification of liabilities as current or non-current
liabilities with covenants (Amendments to IAS 1)
• Disclosure of accounting policies (Amendments to IAS 1),
Definition of accounting estimates (Amendments to IAS 8) and deferred tax
related to assets and liabilities arising from a single transaction
(Amendments to IAS 12)
The application of the other revised Interpretations, Amendments and Annual
Improvements did not have any material impact on the amounts reported for the
period and prior years but may affect the accounting for future transactions
or arrangements.
NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
The following IFRS and IFRIC Interpretations have been issued but have not
been applied by the Company in preparing these financial statements as they
are not as yet effective and, in some cases, had not yet been adopted by the
UK. The Company intends to adopt these Standards and Interpretations when they
become effective, rather than adopt them early.
• Lack of exchangeability (Amendments to IAS 21) [effective for
annual periods beginning on or after 1 January 2025)
• IFRS 18 Presentation and disclosure in financial statements
[effective for annual periods beginning on or after 1 January 2027)
• IFRS 19 Subsidiaries without public accountability: Disclosure
[effective for annual periods beginning on or after 1 January 2027)
Amendments to IFRS 9 and IFRS 7 relating to classification and measurement of
financial instruments ([effective for annual periods beginning on or after 1
January 2026)
The directors are currently assessing the impact of these new standards and
interpretations but do not expect that their adoption will have a material
impact on the Group in future periods, with the exception of IFRS 18 which
will require significant changes to the presentation of the statement of
profit or loss and related disclosures.
Additionally, the International Sustainability Standards Board (ISSB) has
issued IFRS S1 General Requirements for Disclosure of Sustainability-related
Financial Information and IFRS S2 Climate-related Disclosures. These
standards are not yet mandatory in the UK. The Group will monitor developments
regarding UK endorsement and regulation and will plan for adoption
accordingly.
GOING CONCERN
The Group is currently loss making, albeit with a trajectory that evidence
improving operational losses over time and which affords a pathway to
profitability. Against this background, the Directors have given careful
consideration to the going concern assumption on which the Group's accounts
have been prepared.
Having carefully considered the Group's operational and regulatory
requirements, the Directors have concluded that the Group has adequate
financial resources to continue operating for the 12 months from the date of
signing these financial statements. On that basis the Directors have continued
to adopt the Going Concern basis of accounting in preparing the consolidated
Group and Company accounts.
As part of this review, the Directors have prepared projections rolling
forward more than two years from the date of signing for the Company and Group
under several scenarios including the proposed sale of the equities business
as well as growth and stressed environments. The latter includes a fall of 30%
in assets under management over the 2026 financial year. Although such a
stress would necessitate management actions these actions were identified by
management and subjected to challenge, with the Group demonstrating its
ability to continue as a going concern well beyond the required 12 months from
the date of signing if such a stress and subsequent actions were taken by the
Group. Modelling assumptions for an equities business sale scenario included
stress scenarios such as delays to completion, poor outcomes under the
contingent elements of the Consideration and increased costs to manage the
remaining corporate entity.
Modelling projections were subject to challenge and review to ensure that
appropriate stresses were applied to the projections with key drivers to the
stress scenarios taking account of the principal risks and uncertainties
identified in the Risk Management section of the Strategic Report. For the
purpose of this assessment, management made conservative assumptions regarding
future growth. The ability to achieve cost saving measures and the
reasonableness of the stress testing applied was considered in the light of
those assumptions. Sensitivity analysis and modelling to take account of
specific one-off risks to the Group and Company was undertaken in line with
the principal risks and uncertainties.
In the event that profitability is not achieved, there will be an increased
risk to the going concern assessment in subsequent reporting periods. The
Group is required to hold a minimum level of regulatory capital together with
a buffer of at least a 10% at all times. As at 30 September 2025, the
regulatory capital requirement for the Group was just over £3.2m.
The Directors also acknowledge less resilience within the Group to one-off
shocks and macroeconomic events while losses continue. Principal risks and
uncertainties are set out in the Strategic Report. Current initiatives,
outlined in the Chairman's Statement and Business Review, will deliver further
cost savings and the Directors are committed to additional initiatives as
necessary to respond to future business developments. Should there be a need
for additional capital, the directors have the option of seeking to raise
additional capital, of considering potential partnerships or of re-structuring
the business.
b. Principles of Consolidation and Equity Accounting
SUBSIDIARIES
Subsidiaries are all entities (including structured entities) over which the
Group has control. The Group controls an entity where the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases.
The acquisition method of accounting is used to account for business
combinations by the Group (note 22).
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated,
unless the transaction provides evidence of an impairment of the transferred
asset. Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
INVESTMENT IN ASSOCIATED COMPANIES
Associates are all entities over which the Group has significant influence but
not control or joint control. This is generally the case where the Group holds
between 20% and 50% of the voting rights. Investments in associates are
accounted for using the equity method of accounting where the investments are
initially recognised at cost and adjusted thereafter to recognise the Group's
share of post-acquisition profits or losses of the investee in profit or loss,
and the Group's share of movements in other comprehensive income of the
investee in other comprehensive income. Dividends received from associates are
recognised as a reduction in the carrying value of the investment. The Company
recognises the holding in associates at cost.
The Company and Group recognises interest received on loan instruments held in
the investee company as other income. The Group holds loan notes in the
corporate owner of its associate, Parmenion. These loan notes carry a coupon
of 10%. The accounting for this interest is set out in note 7. There are no
repayment dates for the loan notes until 2050 and the Group carries the loans
at amortised cost.
c. Revenue Recognition
IFRS 15 specifies the requirements that an entity must apply in order to
measure and recognise revenue and its related cash flows. The core principle
of the standard is that an entity should recognise revenue at an amount that
reflects the consideration to which the entity expects to be entitled in
exchange for transferring promised goods or services to a customer.
The standard includes a five-step model for recognising revenue as follows:
Identifying the contract with the customer; identifying the relevant
performance obligations of the contract; determining the amount of
consideration to be received under the contract; allocating the consideration
to the relevant performance obligation; and accounting for the revenue as the
performance obligations are satisfied.
The Group's primary source of income is made up as follows:
MANAGEMENT AND PERFORMANCE FEES
Gross management fees from investment management activities. These fees are
generally based on an agreed percentage, as per the management contract, of
the AUM and are recognised in the same period in which it is provided. Under
the requirements of IFRS 15 revenue is presented net of rebates.
Management and performance fees are both considered variable revenue because
they are charged against the assets under management (AUM), which is subject
to change. As such, whilst performance obligations are satisfied over time,
due to their variable nature, fees are recognised at the end of any given
measurement period, subject to the contractual arrangements of existing IMAs,
when there is no longer uncertainty with regards to the fees earned. Fees are
calculated using an output method, based on the Assets Under Management (AUM)
of each fund, which represents the value delivered.
Segments
The Group had two operating segments for the year ended 30 September 2025;
Active Equities and Digital Platform. For Active Equities, assets are managed
by the Group and are identified by the rights attributable to A Ordinary
Shareholders RVRG . The Digital Platform is operated via an associated
company and are identified by the rights attributable to B Ordinary
Shareholders RVRB .
The Group had three segments for the year ended 30 September 2024; Active
Equities, Infrastructure Asset Management and Digital Platform. in the Active
Equities and Infrastructure Asset Management segments, assets are managed by
the Group. The Digital Platform is operated via an associated company.
d. Other Items in the Income Statement
Other income
Other income consists primarily of interest on loan notes held by way of
investment in associate companies.
Other gains or losses
The Group includes in this heading those items such as movement on fair value
investments.
Exceptional Items
Exceptional items are those items which are outside the normal course of
business, whether income or cost, which are material by nature or amount and
which are not expected to recur. Specific costs included are; one-off
redundancy costs relating to the Group's restructuring plans, specific one-off
costs in relation to finalising the changes to the Group's operating platform
as detailed in the Strategic Report.
e. Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of each of the Company's businesses
are measured using the currency of the primary economic environment in which
the entity operates ("the functional currency"). The financial statements are
presented in sterling (£), which is the Company's and the Group's functional
and presentation currency. There has been no change in the Company's
functional or presentation currency during the year under review.
Foreign operations translation
The financial statements are prepared in sterling. Income statements of
foreign operations are translated into sterling at the average exchange rates
for the year and balance sheets are translated into sterling at the exchange
rate ruling on the balance sheet date. Foreign exchange gains or losses
resulting from such translation are recognised through other comprehensive
income.
Other transactions and balances
Other foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies, other than those
held in foreign operations, are recognised in the income statement.
f. Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the board of
directors.
g. Intangible Assets
Goodwill
Goodwill is measured as described in note 22 Business Combinations. Goodwill
arising on acquisition of subsidiaries is not amortised but it is tested for
impairment annually, or more frequently if events or changes in circumstances
indicate that it might be impaired and is carried at cost less accumulated
impairment losses. Gains on the bargain purchase of an entity, where the
purchase consideration is less than the fair value of net assets acquired, is
taken to the income statement at the time of acquisition. Gains and losses on
the disposal of an entity include the carrying amount of goodwill relating to
the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment
testing. The allocation is made to those cash-generating units or groups of
cash-generating units that are expected to benefit from the business
combination in which the goodwill arose. The units or groups of units are
identified at the lowest level at which goodwill is monitored for internal
management purposes (note 20).
Brands
Separately acquired brands are shown at historical cost. Brands acquired in a
business combination are recognised at fair value at the acquisition date.
They have a finite useful life and are subsequently carried at cost less
accumulated amortisation and impairment losses.
Amortisation on assets is calculated using the straight-line method to write
down their cost to their residual values over their estimated useful lives
over 5 - 10 years.
Software
Costs incurred on internally developed computer software are initially
recognised at cost, and when the software is available for use, the costs are
amortised on a straight-line basis over an estimated useful life of between
two and five years. Initial research costs and planning prior to a decision to
proceed with development of software are recognised in the Consolidated
statement of comprehensive income when incurred on acquisition.
Customer relationships
Intangible assets are recognised where client relationship contracts are
either separately acquired or acquired with investment managers who are
employed by the Group. These are initially recognised at cost and are
subsequently amortised on a straight-line basis over their estimated useful
economic life. Separately acquired client relationship contracts are amortised
over 11 years. These are to be subject to impairment testing on at least an
annual basis.
Website development
Development costs payable to third parties that are directly attributable to
the design and testing of new features of websites used by Group companies are
capitalised when those costs are expected to generate future economic
benefits. No internal costs in relation to website development are
capitalised. Capitalised development costs are recorded as intangible assets
and amortised from the point at which the asset is ready for use.
Amortisation on website development costs is calculated using the
straight-line method to write down their cost to their residual values over
their estimated useful lives over a maximum of 10 years.
Costs associated with maintaining software programmes are recognised as an
expense as incurred.
h. Financial Instruments
Financial assets
Investments and other financial assets
Classification
The Group classifies its financial assets in the following measurement
categories:
• those to be measured subsequently at fair value
(either through other comprehensive income or through profit or loss); and
• those to be measured at amortised cost.
The classification depends on the Company's business model for managing the
financial assets and the contractual terms of the cash flows. For assets
measured at fair value, gains and losses will be recorded either in profit or
loss or in other comprehensive income.
For investments in equity instruments that are not held for trading, this will
depend on whether the Group has made an irrevocable election at the time of
initial recognition to account for the equity investment at fair value through
other comprehensive income (FVOCI).
Recognition and de-recognition
Regular way purchases and sales of financial assets are recognised on trade
date being the date on which the Group commits to purchase or sell the asset).
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Group has
transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Group measures a financial asset at its fair value
plus, in the case of a financial asset not at fair value through profit or
loss (FVPL), transaction costs that are directly attributable to the
acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where
the group's management has elected to present fair value gains and losses on
equity investments in OCI, there is no subsequent reclassification of fair
value gains and losses to profit or loss following the de-recognition of the
investment. Dividends from such investments continue to be recognised in
profit or loss as investment income when the group's right to receive payments
is established.
Changes in the fair value of financial assets at FVPL are recognised in
investment income in the statement of profit or loss as applicable. Impairment
losses (and reversal of impairment losses) on equity investments measured at
FVOCI are not reported separately from other changes in fair value.
Trade receivables
Trade receivables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
The Group has applied the IFRS 9 simplified approach to measuring expected
credit losses for trade receivables. Under this approach a provision is made
for lifetime expected credit losses for the trade receivable. For calculation
of expected credit losses, the trade receivables are grouped based on the
number of days past due. Expected credit losses on trade receivables that are
not past due are primarily based on actual credit losses from recent years.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on call with
banks and holdings in short-term money market funds managed by third party
managers.
Financial liabilities
A financial liability is any liability that is a contractual obligation to
deliver cash or another financial asset to another entity or to exchange
financial assets or financial liabilities with another entity under conditions
that are potentially unfavourable to the Company.
An equity instrument is a contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Financial
liabilities and equity instruments are classified according to the substance
of the contractual arrangements entered into. Financial liabilities are
classified as such in the balance sheet.
Finance costs and gains or losses relating to financial liabilities are
included in the income statement. Finance costs are calculated so as to
produce a constant rate of return on the outstanding liability. Where the
contractual terms of share capital do not have any terms meeting the
definition of a financial liability then this is classed as an equity
instrument. Dividends and distributions relating to equity instruments are
debited direct to equity.
Trade payables
Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method. Trade payables
represent amounts owed to suppliers for professional services, utilities,
office supplies and any other goods provided to the Group.
i. Equity
Issued share capital
Ordinary shares are classified as equity. Costs directly attributable to the
issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
Share premium
The share premium account represents the excess over nominal value of the fair
value of consideration received for equity shares, net of expenses of the
share issue.
Purchase of own shares
Where the Company purchases the Company's equity instruments (for example, as
the result of a share buy- back), and the shares are cancelled, the
consideration paid, including any directly attributable incremental costs (net
of income taxes), is deducted from equity attributable to the owners of River
Global PLC and the relevant amount transferred to a capital redemption
reserve.
Where the Company purchases the Company's equity instruments for the purpose
of holding them as treasury shares then the amount is transferred to retained
earnings. Any incidental costs arising on purchase of Treasury shares are
recognised in the profit and loss account immediately.
On 28 September 2022 the Company was granted authority by shareholders to
purchase up to 10% of the outstanding ordinary shares in the Company. By 30
September 2025 the Company has held 5,354,770 A Ordinary Shares and 5,354,770
B Shares (2024: 5,354,770 Ordinary Shares) with a nominal value of £53,548
(2024: £53,548) for an aggregate consideration of £3,775,257 (2024:
£3,775,257). In practice no further treasury shares were acquired in the year
but those shares held were split in accordance with the Share Split in March
2025.
Merger Reserve
A merger reserve arises when the Company issues equity in respect of acquiring
90% or more of the equity in another entity. As required by the Companies Act
2006 the excess over the par value of the shares is credited to Merger Reserve
rather than Share Premium.
Other Reserves
Other reserves represent the amount of share capital which may become issuable
when shares vest under the Company's LTIP (see note 30).
j. Dividends
Dividends payable are recognised as a liability in the year in which they are
authorised. An interim dividend is recognised when it is approved and paid and
a final dividend is recognised when it has been approved by shareholders at
the annual general meeting. Dividends receivable are recognised on the date
given by the investee company as the ex- dividend date.
k. Earnings Per Share
Basic earnings per share
Basic earnings per share is calculated by dividing:
• the profit attributable to owners of the Company,
excluding any costs of servicing equity other than ordinary shares;
• by the weighted average number of ordinary shares
outstanding during the financial year, adjusted for bonus elements in ordinary
shares issued during the year and excluding treasury shares.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
• the after-income tax effect of interest and other
financing costs associated with dilutive potential ordinary shares; and
• the weighted average number of additional ordinary
shares that would have been outstanding, assuming the conversion of all
dilutive potential ordinary shares.
l. Leases
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
• Fixed payments (including in-substance fixed
payments), less any lease incentives receivable;
• Variable lease payments that are based on an index
or a rate, initially measured using the index or rate as at the commencement
date;
• Amounts expected to be payable by the Company
under residual value guarantees;
• The exercise price of a purchase option if the
Company is reasonably certain to exercise that option; and
• Payments of penalties for terminating the lease,
if the lease term reflects the Company exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the
lease. If that rate cannot be readily determined, the lessee's incremental
borrowing rate is used, being the rate that the individual lessee would have
to pay to borrow the funds necessary to obtain an asset of similar value to
the right-of-use asset in a similar economic environment with similar terms,
security and conditions.
Right-of-use assets are measured at cost comprising the following:
• The amount of the initial measurement of lease
liability;
• Any lease payments made at or before the
commencement date less any lease incentives received;
• Any initial direct costs; and
• Restoration costs.
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Company is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with short-term leases of equipment and vehicles and all
leases of low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a lease term of
12 months or less.
Where there are modifications to a lease agreement the assets and liabilities
arising from that lease are to be revalued in accordance with the accounting
treatment detailed above to incorporate those changes such that the revised
conditions of the lease are correctly recognised.
The main leasing activities undertaken by the Company are rental of office
buildings in the UK.
m. Business Combinations
The acquisition method of accounting is used to account for all business
combinations, regardless of whether equity instruments or other assets are
acquired. The consideration transferred for the acquisition of a subsidiary
comprises the:
• fair values of the assets transferred;
• liabilities incurred to the former owners of the
acquired business;
• equity interests issued by the Group;
• fair value of any asset or liability resulting
from a contingent consideration arrangement; and
• fair value of any pre-existing equity interest in
the subsidiary.
Identifiable assets acquired, liabilities and contingent liabilities assumed
in a business combination are, with limited exceptions, measured initially at
their fair values at the acquisition date. The Group recognises any
non-controlling interest in the acquired entity, on an
acquisition-by-acquisition basis, either at fair value or at the
non-controlling interest's proportionate share of the acquired entity's net
identifiable assets.
Acquisition-related costs are expensed as incurred. The excess of the:
• consideration transferred;
• amount of any non-controlling interest in the
acquired entity; and
• acquisition date fair value of any previous equity
interest in the acquired entity over the fair value of the net identifiable
assets acquired is recorded as goodwill. If those amounts are less than the
fair value of the net identifiable assets of the business acquired, the
difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts
payable in the future are discounted to their present value as at the date of
exchange. The discount rate used is the entity's incremental borrowing rate,
being the rate at which a similar borrowing could be obtained from an
independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or as a financial
liability. Amounts classified as a financial liability are subsequently
re-measured to fair value, with changes in fair value recognised in profit or
loss.
If the business combination is achieved in stages, the acquisition date
carrying value of the acquirer's previously held equity interest in the
acquiree is re-measured to fair value at the acquisition date. Any gains or
losses arising from such re-measurement are recognised in profit or loss.
n. Property, Plant and Equipment
All property, plant and equipment is stated at historical cost less
depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or recognised as
a separate asset, as appropriate, only when it is probable that future
economic benefits associated with the item will flow to the company and the
cost of the item can be measured reliably. The carrying amount of any replaced
parts is derecognised. All other repairs and maintenance are charged to the
income statement during the financial year in which they are incurred.
Depreciation on assets is calculated using the straight-line method to write
down their cost to their residual values over their estimated useful lives as
follows:
Leasehold improvements Remaining life of the lease
Fixtures and fittings 3 - 5 years
Computer equipment 5 years
The residual values and useful lives of assets are reviewed, and adjusted if
appropriate, at each balance sheet date.
An asset's carrying amount is written down immediately to its recoverable
amount if the asset's carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised within operating profit in the income
statement.
o. Income Taxes
The income tax expense or credit for the period is the tax payable on the
current period's taxable income, based on the applicable income tax rate for
each jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws
enacted or substantively enacted at the end of the reporting period in the
countries where the Company and its subsidiaries and associates operate and
generate taxable income. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulation is
subject to interpretation and considers whether it is probable that a taxation
authority will accept an uncertain tax treatment. The Group measures its tax
balances either based on the most likely amount or the expected value,
depending on which method provides a better prediction of the resolution of
the uncertainty.
Deferred income tax is provided in full, using the liability method, on
temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. However,
deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill. Deferred income tax is also not accounted for if it
arises from initial recognition of an asset or liability in a transaction
other than a business combination that, at the time of the transaction,
affects neither accounting nor taxable profit nor loss. Deferred income tax is
determined using tax rates (and laws) that have been enacted or substantially
enacted by the end of the reporting period and are expected to apply when the
related deferred income tax asset is realised or the deferred income tax
liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset where there is a legally
enforceable right to offset current tax assets and liabilities and where the
deferred tax balances relate to the same taxation authority.
Current and deferred 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, the tax is also recognised in other comprehensive
income or directly in equity respectively, that future taxable profit will be
available against which the temporary differences can be utilised.
p. Employee Benefits
RESTRICTED SHARE PLAN ("RSP")
On 7 November 2023 certain employees were granted an award that vests over 3
years. Due to conditions that existed in the year, the charge for the RSP has
commenced in the prior financial year ended 30 September 2023 and will be
spread over the life of the award. Details of this award can be found in note
34. For the year ended 30 September 2025 additional awards have been proposed
under the rules of the RSP and are also detailed in note 34.
Pension contributions - defined contribution scheme
For defined contribution schemes, the Group pays contributions to publicly or
privately administered pension insurance plans on a mandatory, contractual or
voluntary basis. The Group has no further payment obligations once the
contributions have been paid. Contributions to defined contribution schemes
are recognised in the income statement during the year in which they become
payable.
q. Termination benefits
Termination benefits are payable when an employment is terminated by the Group
before the normal retirement date, or whenever an employee accepts voluntary
redundancy in exchange for these benefits. The Group recognises termination
benefits when it is demonstrably committed to either terminating the
employment of current employees according to a detailed formal plan without
possibility of withdrawal or providing termination benefits as a result of
acceptance of an offer of voluntary redundancy. Benefits falling due more than
twelve months after the balance sheet date are discounted to their present
value.
r. Accrued Income
Material income earned from, but not yet invoiced to, customers in the
financial year is included within prepayments and accrued income where receipt
of such income is virtually certain.
3. Financial Risk Management
a. Financial Risk Factors
The risks of the business are measured and monitored continuously by the Board
which has in place procedures and policies covering specific areas namely
credit, market and liquidity risk. We set out below how we approach each area.
Credit risk
Credit risk is the risk that a counterparty defaults on their contractual
obligations which may result in financial loss to the Group. The Group holds
no collateral as security against any financial asset. Credit risk arises
principally from the Group's fee receivables, other receivables, loan notes
and cash balances.
The banks and short-term money market funds with whom the Group deposits cash
and cash equivalent balances are monitored, including their credit ratings.
The credit risk is limited as balances are held with reputable banks with
credit ratings of triple B and above, as disclosed in note 26; short-term
money market funds are rated AAAm or equivalent.
The Group manages its credit risk through monitoring the aging of receivables
and the credit quality of the counterparties with which it does business. The
ageing of these is provided in note 29.
The Group has two main types of receivables: revenue related and loan notes in
respect of its investment in associate. For revenue receivables, the Group
proactively manages the invoicing process to ensure that invoices are sent out
on a timely basis and has procedures in place to chase for payment at
pre-determined times after the dispatch of the invoice to ensure timely
settlement. For receivables due from loan notes in respect of its investment
in associate, the Group has rigorous procedures for monitoring its investment
which include regular review of monthly management accounts from the
associated entity and regular dialogue with that entity's management.
There is no schedule of repayment in place. In all cases, detailed escalation
procedures are in place to ensure that senior management are aware of any
problems at an early stage.
Market risk Pricing risk
Pricing risk arises where the fair value or future cash flows of financial
instruments will fluctuate because of changes in market prices other than
those from interest rate risk or currency risk. The Group remains at an early
stage in its development of an Asset and Wealth Management business and the
current exposure to pricing risk is immaterial.
Currency risk
The Company and Group transacts principally in sterling. The Company's and
Group's exposure to currency risk is detailed in note 29.
In relation to translation risk, the Group's current policy is not to hedge
the net asset values of the overseas investments although, where appropriate
and cost-effective facilities are available, local borrowings are utilised to
reduce the translation risk.
Cash flow interest rate risk
The Group's policy on managing interest rate risk is subject to regular
monitoring of the effect of potential changes in interest rates on its
interest cost and income with a view to taking suitable actions should
exposure reach certain levels.
The Group's only external borrowing is the lease on its properties where the
interest rate is fixed for the life of the agreement so there is no
sensitivity to interest rate rises. As regards interest income the Group is
able to invest surplus funds and any interest rate increase will be
beneficial.
Financial assets
The Company holds its surplus funds in short-term bank deposits.
Financial liabilities
The Group has no material cash flow interest rate risk as it has no material
financial liabilities that attract interest. Should this situation change then
the Group may manage the risk by using floating or fixed interest rate swaps.
Liquidity risk
Prudent liquidity management implies maintaining sufficient cash and the
availability of funding through an adequate amount of committed credit
facilities. The Group maintains adequate bank balances to fund its operations.
See note 29 for analysis of the Group's financial liabilities into relevant
maturity groupings based on the remaining period at the year-end date to the
contractual maturity date.
b. Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. The Group is not subject to
externally impaired capital requirements.
The Group owns subsidiary companies which are regulated by the Financial
Conduct Authority ("FCA") and these businesses are subject to regulatory
capital thresholds. The Group's internal compliance and finance departments in
these businesses regularly monitor and report to FCA to ensure the business
complies with the capital thresholds which apply to them. No breaches to this
were noted in the year (2024: none).
In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
4. Critical Accounting Estimates and Judgements
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. This note provides an
overview of the areas that involved a higher degree of judgement or
complexity, and of items which are more likely to be materially adjusted due
to estimates and assumptions turning out to be wrong.
a. Critical Accounting estimates
Valuation of goodwill and other intangible assets
Determining the valuation of goodwill and intangible assets arising from a
business combination under IFRS 3 contains elements of judgement. The Group
has acquired customer relationships, acquired brands and computer software
included within intangible assets as part of the business combinations. The
valuation methodology and key assumptions in respect of the valuation of these
intangible assets can be found in note 20.
Impairment of goodwill and other intangible assets and recoverability of Company's investment in subsidiaries
The recognition of goodwill and other intangible assets arising on
acquisitions and the impairment assessments contain significant accounting
estimates. Goodwill is carried at cost less provision for impairment, the
carrying value is tested annually for impairment, or more frequently if any
indicators arise. Other intangible assets are amortised over their useful
economic life and are assessed for impairment when there is an indication that
the asset might be impaired. The impairment test of goodwill and other
intangible assets includes key assumptions underlying the recoverable amounts,
the growth rates applied to the future cash flows and the Group's discount
rate. Note 21 sets out the estimates used and the sensitivity changes in the
key assumptions.
Estimation of current tax payable and current tax expense in relation to an uncertain tax position
The Group's corporation tax provision for 2025 stands at £343,000 (202:
£343,000) and relates to management's assessment of the amount of tax payable
on open positions where the liabilities remain to be agreed with relevant tax
authorities - principally due to the Grant Thornton litigation which concluded
in 2021. Uncertain tax items for which the provision is made relates
principally to the interpretation applicable to arrangements entered into by
the Group including the application of carried forward losses before 1 April
2017 derived from HMRC guidance on this matter.
Due to uncertainty associated with such tax items, it is possible that, on
conclusion of open tax matters at a future date, the final outcome may differ.
Whilst a range of outcomes is possible, management does not expect the maximum
possible tax payable to exceed £343,000. At a minimum tax payable could be
£nil resulting in a reduction in liabilities of up to £343,000.
b. Critical Accounting judgements
Going concern assumptions
Inputs, including stresses, management actions and forecasting all require
significant judgement in concluding on going concern. These have been set out
in more detail in the basis of preparation note.
Accounting for subsidiaries & Discontinued Operations
In 2024 the Group disposed of its investment in its infrastructure business.
The infrastructure business was run through two Group companies, River and
Mercantile Infrastructure LLP ("LLP") and River and Mercantile Infrastructure
GP S.a.r.l. ("GP"). All operations within the LLP have now ceased and the GP
has been transferred to a 3(rd) party as part of a share transfer agreement.
Consequently, the operations of the Infrastructure business are considered
discontinued.
Additionally in the 2024 year the regulated entity Saracen Fund Managers
Limited was sold in a share purchase agreement transferring the legal rights
and regulatory permissions but with all operating activities retained by the
Group. Consequently, Saracen is not considered a discontinued operation.
5. Segmental Reporting
The core principle of IFRS 8 'Operating segments' is to require an entity to
disclose information that enables users of the financial statements to
evaluate the nature and financial effects of the business activities in which
the entity engages and the economic environments in which it operates.
Segment information has historically been presented in respect of the Group's
commercial competencies, Active equities, Infrastructure asset management,
Exchange Traded Funds and its investment in Digital Platforms.
Active equities comprise all equities businesses historically acquired by the
Group including RMG, ODAM, Saracen, SVM and Revera; Infrastructure Asset
Management was the non-equities investment arm of RMG; Digital Platforms
represents the Group's investment in the associated company, Parmenion.
The Directors consider that the chief operating decision maker is the Board.
Head Office costs comprising the Group Board's management and associated costs
and consolidation adjustments.
Intra-segment transactions are disclosed on the face of the segmental report.
The amounts provided to the Board with respect to net assets are measured in a
manner consistent with that of the financial statements. The Company is
domiciled in the UK.
The Group does not apply any alternative measurement basis for segmental
profit / loss, assets and liabilities than those applied to the consolidated
Group as outlined in note 1.
Changes to segmental reporting
For the year ended 30 September 2024 Segments were identified as the Equities
Business, Head Office and Digital Platforms.
For the year ended 30 September 2025 the Head Office and Equities Business
have been combined and are no longer considered separate segments.
The Group has renamed the Active Equities segment to Equities Business to
better reflect the strategic goals of the segment.
Geographical analysis of Revenue for Consolidated Group
For the year ended 30 September 2025
2025 2024
£'000 £'000
UK 12,170 14,368
12,170 14,368
ANALYSIS OF REVENUE AND RESULTS BY COMMERCIAL ACTIVITY
For the year ended 30 September 2025
A Shares B Shares
Equities Digital Platform Total
£'000 £'000 £'000
Revenue: Net management fee gross profit 11,462 - 11,462
Other income: Loan interest 2,689 2,689
11,462 2,689 14,151
Allocation of central overheads (1,421) (540) (1,961)
EBITDA for the period (12,643) 2,149 (10,494)
Operating (loss)/profit for the period (13,488) 2,149 (11,339)
(Loss)/profit for the period (13,387) 2,149 (11,238)
Exceptional items (within administrative expenses) (9,729) (174) (9,903)
Total assets 18,977 29,909 48,886
Total liabilities (5,899) (540) (6,439)
Total net assets 13,078 29,369 42,447
ANALYSIS OF REVENUE AND RESULTS BY COMMERCIAL ACTIVITY
For the year ended 30 September 2024
Active equities Digital platform Head office Discontinued Operations (Infrastructure Business) Total
£'000 £'000 £'000 £'000 £'000
Revenue
Management fees 13,845 - - 523 14,368
Total revenue to external customers 13,845 - - 523 14,368
Segment result
Operating (loss)/profit (7,232) 2,423 (403) (325) (5,537)
Finance income 293 - - 3 296
Finance costs (87) - (18) (4) (109)
(Loss)/profit before tax (7,026) 2,423 (421) (326) (5,350)
Income tax - - 2,898 - 2,898
(Loss)/profit for the year (7,026) 2,423 2,477 (326) (2,452)
Segment assets and liabilities
Total assets 30,752 27,049 2,722 - 60,523
Total liabilities (6,873) - (531) - (7,404)
Total net assets 23,879 27,049 2,191 - 53,119
6. Discontinued Operations
Within the year ended 30 September 2024 one business was sold and has been
classified as Discontinued Operations under IFRS 5. This is the Infrastructure
business with operating results are shown in note 5.
Under these standards the Discontinued Operations have been separately
identified on the face of the Financial Statements and have been disclosed
below to help the users of the accounts better understand the continuing
operations of the Group.
2025 2024
£'000 £'000
River and Mercantile Infrastructure LLP & - (326)
River and Mercantile Infrastructure GP S.a.r.l.
(Loss) from discontinued operation (attributable to equity holders of the - (326)
company)
Operating cashflows
2025 2024
£'000 £'000
River and Mercantile Infrastructure LLP & - (326)
River and Mercantile Infrastructure GP S.a.r.l.
Operating cash (outflow) from Discontinued Operations - (326)
7. Other Income
2025 2024
£'000 £'000
Interest on loan notes held in associate 2,689 2,423
Other income - 225
Total other income 2,689 2,648
Interest on loan notes held in associate
As set out in note 23 the Group holds a 30% equity interest in Parmenion
Capital Partners LLP via a corporate entity, Shillay TopCo Limited. A large
part of the Group's total investment is held by way of loan notes.
During the financial year the Group recognised £2,689,000 (2024: £2,423,000)
of interest on those loan notes and this is reflected in other income.
8. Administrative expenses and exceptional items
Exceptional items recognised in the income statement in the current and prior
period were:
2025 2024
£'000 £'000
Restructuring costs 1,853 1,881
Impairment of Equities Business 8,050 -
One-off recognition of deferred tax asset (note 31) - (1,805)
Provision releases for corporation tax - (1,094)
Exceptional items 9,903 (1,018)
Administrative expenses can be broken down as follows:
Exceptional items within administrative expenses 1,853 1,881
Share-based payment expense and social security 664 568
Other administrative expenses 14,914 18,931
Total administrative expenses 17,431 21,380
Restructuring costs include salaries of employees being made redundant from
the point of notice of redundancy, severance costs and costs associated with
the implementation of the new target operating model.
A further breakdown of administrative costs has been provided below to show
staff costs, amortisation and depreciation. The remaining administrative costs
consist of office facilities, technology and communication, market data,
research and other related operational costs:
2025 2024
£'000 £'000
Staff costs (note 12) 8,792 10,825
Amortisation and depreciation 845 920
Administrative costs 7,794 9,635
Total administrative expenses 17,431 21,380
Reconciliation of 'Operating loss for continuing business excluding exceptionals'.
The table below reconciles statutory losses to the Strategic Report's KPI for
Operating loss for continuing business excluding exceptionals:
2025 2024
£'000 £'000
Continuing operations: Operating loss (11,339) (5,212)
Adjusted for:
Exceptional items 9,903 1,881
Operating loss for continuing business excluding exceptionals for the year (1,436) (3,331)
Finance income 225 293
Finance cost (84) (105)
Income tax (40) 2,898
Adjusted for tax related exceptional items - (2,899)
(Loss) for the year after excluding Exceptional items and Discontinued (1,335) (3,144)
Operations
9. Other Gains and Losses
2025 2024
£'000 £'000
Gain on disposal of fair value investments - 166
Impairment of goodwill (8,050) -
Loss on fair value movement (9) -
(8,059) 166
10. Operating Loss and Profit
Operating (loss)/profit is stated after charging the following:
2025 2024
£'000 £'000
Depreciation of property plant and equipment (note 18) 45 23
Depreciation of right-of-use assets (note 19) 373 675
Amortisation of intangible assets (note 20) 801 1,716
Loss on foreign exchange differences (note 14) 16 21
Impairment of Equities business (note 20) 8,050 -
Fees payable to the Company's auditors:
- For the audit of the parent Company and the consolidated financial 129 190
statements
- audit fees re: subsidiaries 140 223
- audit-related assurance services 73 73
Staff costs (note 12) 8,792 10,825
11. Directors' Emoluments
Salary and fees Restricted Share Plan Total
2025 2024 2025 2024 2025 2024
Director £'000 £'000 £'000 £'000 £'000 £'000
Martin Gilbert - 23 - - - 23
Peter McKellar - 23 - - - 23
Gary Marshall 138 138 74 61 212 199
Jonathan Dawson 40 40 - - 40 40
Tudor Davies 40 40 - - 40 40
Christopher Mills 40 40 - - 40 40
Aggregate fees and emoluments 258 304 74 61 332 365
An IFRS 2 accounting charge of £74,100 (2024: £61,000) was accrued in the
year ended 30 September 2025 relating to the portion of the Restricted Share
Plan awarded in November 2023 to Gary Marshall (note 34)
Pension allowances paid to current directors were £12,500 (2024: £12,500).
The highest paid director received aggregate emoluments, including awards
under the share- based payments charge, of £212,000 (2024: £199,000).
12. Staff Costs
The monthly average number of staff employed by the Group and Company
(including executive directors) was:
Group 2025 Group 2024 Company Company
No. No. 2025 2024
No. No.
Active equities 57 70 - -
Infrastructure asset management - 4 - -
Head office 8 9 8 9
65 83 8 9
The costs incurred in respect of these employees were:
Continuing operations: Group 2025 Group 2024 Company 2025 Company 2024
£'000 £'000 £'000 £'000
Wages and salaries 7,061 8,820 576 538
Social security costs 826 1,040 81 82
Share-based payments 664 568 - -
Other pension costs 241 397 14 -
8,792 10,825 671 620
Wages and salaries include termination payments of £578,000 (2024:
£458,000). These amounts are reflected in the total exceptional restructuring
costs set out in Note 8.
Employee benefit obligations
The Group's subsidiaries have defined contribution pension schemes in place.
The pension contribution charge in 2025 amounted to £238,000 (2024:
£397,000).
13. Finance income
Finance income from continuing operations was: 2025 2024
£'000 £'000
Interest income 225 293
225 293
14. Finance Costs
Finance costs from continuing operations were: 2025 2024
£'000 £'000
Lease liability finance charge 75 65
Finance costs on bonds and letters of credit (3) 19
Loss on foreign exchange 16 21
84 105
15. Group and Company Dividends
The Group has not declared any interim or final dividends with respect to the
financial year to September 2024 or 2025.
16. Income Tax
2025 2024
£'000 £'000
Current tax
Provision release for corporation tax enquiry - (1,094)
Current tax on profits for the year 40 -
Total current tax expense/(credit) 40 (1,094)
Deferred tax
Continuing operations - (1,805)
Total deferred tax (credit)/expense - (1,805)
Income tax (credit)/expense 40 (2,898)
The tax on the Group's loss before tax differs from the theoretical amount
that would arise using the standard tax rate applicable to the profits of the
consolidated entities as follows:
2025 2024
£'000 £'000
(Loss) before tax continuing operations (11,198) (5,024)
(Loss) before tax discontinued operations - (326)
Total (loss) before tax (11,198) (5,350)
Tax credit at a standard rate of 25% (2024: 25%) (2,800) (1,338)
Factors affecting tax charge for the year: - -
Adjustment in respect of prior period-current tax 57 (1,094)
Adjustment in respect of prior period-deferred tax (47) -
Expenses not deductible for tax purposes 2,449 3,222
Income not taxable for tax purposes (138) (2,648)
Other short-term timing differences 519 (264)
Tax losses used - (326)
Movement in unrecognised deferred tax - (450)
40 (2,898)
Deferred taxes at the reporting date have been measured using these enacted
tax rates and reflected in these financial statements.
17. Loss & earnings per share
On 6 March 2025 the Company approved a share split which divided each of its
Ordinary Shares into one A Ordinary Share (RVRG), representing the Company's
asset management business, and one B share (RVRB) representing the Company's
interest in Parmenion. The impact of the share split on the comparative
earnings is £nil. This is because the share split was an even 50:50
allocation of Ordinary Shares into A Ordinary and B share classes to
shareholders. Consequently, the earnings to shareholders in the Comparative
year is unchanged by the share split.
Earnings per share disclosures are to be presented based on the respective
rights of those share classes to the loss or profits of the Group with results
for each share class set out in note 5 of the financial statements.
Allocation of loss and profits by share class are shown below:
Continuing Operations 30 September 2025 30 September
£'000 2024
£'000
(Loss) attributable to Ordinary Shares - (2,126)
(Loss) attributable to RVRG Ordinary Shares (note 5) (13,387) -
Profit attributable to RVRB Shares (note 5) 2,149 -
(Loss) from continuing operations attributable to owners of the parent (11,238) (2,126)
(£'000)
Discontinued Operations 30 September 2025 30 September
£'000 2024
£'000
(Loss) attributable to Ordinary Shares - (326)
(Loss) attributable to RVRG Ordinary Shares (note 5) - -
Profit attributable to RVRB Shares (note 5) - -
(Loss) from discontinued operations attributable to owners of the parent - (326)
(£'000)
Total 30 September 2025 30 September
£'000 2024
£'000
(Loss) attributable to Ordinary Shares - (2,452)
(Loss) attributable to RVRG Ordinary Shares (note 5) (13,387) -
Profit attributable to RVRB Shares (note 5) 2,149 -
(Loss) from operations attributable to owners of the parent (£'000) (11,238) (2,452)
Basic
Basic earnings per share is calculated by dividing the (loss)/profit
attributable to owners of the parent by the weighted average number of
Ordinary Shares in issue during the year. The weighted average number of
shares is calculated by reference to the length of time shares are in issue
taking into account the issue date of new shares and any buybacks. The prior
year has been restated to split out continuing and discontinued operations.
30 September 2025 30September
£'000 2024
£'000
RVRG RVRB ASTO
(Loss)/profit from continuing operations - £000 (13,387) 2,149 (2,126)
(Loss)/profit from discontinued operations - £000 - - (326)
Total (loss) attributable to owners of the parent (13,387) 2,149 (2,452)
Weighted average number of ordinary shares in issue post share split - no. 143,938,200 143,938,200 143,446,157
Basic earnings per share from continuing operations - pence (9.30) 1.49 (1.48)
Basic earnings per share from discontinued operations - pence - - (0.23)
Total basic earnings per share (9.30) 1.49 (1.71)
Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of Ordinary Shares in issue assuming conversion of all dilutive
potential Ordinary Shares.
30September
30 September 2025 2024
£'000 £'000
RVRG RVRB
(Loss)/profit from continuing operations - £000 (13,387) 2,149 (2,126)
(Loss)/profit from discontinued operations - £000 - - (326)
Total (loss) attributable to owners of the parent (13,387) 2,149 (2,452)
Weighted average number of ordinary shares in issue post share split - no. 143,938,200 143,938,200 143,446,157
Diluted earnings per share from continuing operations - pence (9.30) 1.49 (1.48)
Diluted earnings per share from discontinued operations - pence - - (0.23)
Total diluted earnings per share (9.30) 1.49 (1.71)
18. Property, Plant & Equipment
Consolidated Group
Leasehold improvements Fixtures and fittings Computer equipment Total
£'000 £'000 £'000 £'000
Cost
At 30 September 2023 86 46 205 337
Disposals (13) - (24) (37)
At 30 September 2024 73 46 181 300
Additions 122 - - 122
Disposals - (43) (38) (81)
At 30 September 2025 195 3 143 341
Accumulated depreciation
At 30 September 2023 22 44 173 239
Acquisition of subsidiary - - - -
Charge for the year 8 1 14 23
Disposals (13) - (24) (37)
At 30 September 2024 17 45 163 225
Charge for the year 36 1 8 45
Disposals - (43) (38) (81)
At 30 September 2025 53 3 133 189
Net book value at 30 September 2025 142 - 10 152
Net book value at 30 September 2024 56 1 18 75
19. Right of use assets and lease liability
Consolidated Group
Right of use asset
£'000
Cost:
At 30 September 2023 2,175
Adjustments (156)
At 30 September 2024 2,019
Lease modification 366
Write offs (870)
Adjustments 64
At 30 September 2025 1,579
Accumulated depreciation:
At 30 September 2023 641
Charge for the year 675
Write offs (63)
At 30 September 2024 1,253
Charge for the year 373
Adjustments 55
Lease modification (398)
Write offs (614)
At 30 September 2025 669
Net book value at 30 September 2025 910
Net book value at 30 September 2024 766
Lease liability
£'000
Lease liability:
At 30 September 2023 1,646
Adjustments (156)
Payments made (618)
Dilapidation payments (78)
Interest charge 65
At 30 September 2024 859
Lease modification 716
Write offs (59)
Payments made (648)
Adjustments 64
Interest charge 72
At 30 September 2025 1,004
Of which:
Current lease liabilities 370
Non-current liabilities 634
At 30 September 2025 1,004
The Group's leases relating to office accommodation with terms of more than
one year are recognised as a right of use asset and a corresponding liability
at the date at which the leased asset is available for use by the Group. The
weighted average incremental borrowing rate applied to the leases was between
5% and 6%.
During the period the Group negotiated an amendment to its lease at Coleman
Street, giving up access to the 4(th) floor of the building and agreeing an
extension to the lease term for the 3(rd) floor under new rates. This has
resulted in a write off of assets and liabilities relating to the 4(th) Floor
lease and a modification and increase in both the right of use asset and lease
liability recognised for the 3(rd) floor.
20. Goodwill & Intangible Assets
Customer relationships
Group Goodwill £'000 Software Brand Total
£'000 £'000 £'000 £'000
Cost
Cost at 30 September 2023 9,915 2,600 1,250 550 14,315
Acquisition of business 208 3,600 - - 3,808
Additions - - 39 - 39
Cost at 30 September 2024 10,123 6,200 1,289 550 18,162
Additions - - 13 - 13
Impairments (8,050) - - - (8,050)
Cost at 30 September 2025 2,073 6,200 1,302 550 10,125
Accumulated amortisation
Amortisation at 30 September 2023 - 296 438 85 819
Charge for the year - 534 297 66 897
Amortisation at 30 September 2024 - 830 735 151 1,716
Charge for the year - 534 200 67 801
Amortisation at 30 September 2025 - 1,364 935 218 2,517
Net book value at 30 September 2025 2,073 4,836 367 332 7,608
Net book value at 30 September 2024 10,123 5,370 554 399 16,446
Software and website development are internally generated and have finite
lives as set out in Note 2. Amortisation of all intangible assets is included
in administrative expenses in the income statement.
Goodwill is allocated to the Group's cash-generating units and due to the
operational merging of various equities businesses in the Group for the year
ended 30 September 2025 all component parts are considered part of the
Equities Business:
2025 2024
£'000 £'000
Previously acquired equities businesses now under a single CGU 10,123 9,915
Ocean Dial Asset Management Limited - 208
Impairment to Equities Business (8,050) -
Total 2,073 10,123
Impairment review
Goodwill is reviewed at least annually for impairment and its recoverability
has been assessed at 30 September 2025 by comparing the carrying amount of the
Group's CGU to its expected recoverable amount, estimated based on
value-in-use and net realisable value modelling. The value-in-use CGU has been
calculated using discounted cash flow projections based on the most recent
budgets and forecasts maintained by the Group. The most recent budgets
prepared are part of the annual planning process for the year ending 30
September 2026 and are then extrapolated over the next four years so that the
budgets and forecasts cover a period of five years. Cash flows are then
extrapolated beyond the five-year budget and forecasted into perpetuity using
an expected long-term growth rate, with the long-term growth rate considered
reasonable compared with budget and any forecasted growth.
Consolidated assessment: As at 30 September 2025 the impairment review
performed identified a reduction and impairment in the Goodwill of the Group
of £8,050,000 (2024: £Nil). The reduction in value is principally driven by
a reduction in the forecasted AuM and revenue's to be generated in future
years, coupled with an increase in the applicable discount rate.
Company assessment: As at 30 September 2025 the Company was deemed to require
an impairment in its investments as set out in note 21.
Merger of CGU's
From the financial years of 2023 to present, work has been undertaken to
reorganise the operating structure of the Group. As such several previously
separably identifiable CGU's are now considered to be merged for the financial
year 2025 and impairment testing has aggregated the operating components of
these previously identifiable CGU's.
Key inputs to modelling
Key DCF inputs included: Forecasting revenue driven by AUM. Modelling for the
year ended 30 September 2026 took the approved budgets as a starting point.
Revenue growth was modelled to include a subsequent annual growth rate
consistent with Management's business plan as detailed in the Strategic
Report. Costs were grown at 2% p.a. where applicable, notably below current
inflation rates, primarily due to expected future cost saving measures and a
strategy throughout the business to manage costs. The discount rate applied
for the analysis was 14.25% (2024: 13.75%) based on the risk-free rate of
interest and specific risks relating to the Group.
Key NPV inputs included; A broad spectrum of third party transaction and
trading data was analysed (both current and historical). It is noted that
industry trading multiples have fallen in the period based on peer group share
price analysis. This data was compared with the relevant cash generating units
and businesses in the Group to select appropriate and conservative valuation
multiples after taking into account any identified free cash and estimated
costs to realise these prices.
21. Investments in Subsidiaries
Company shares in group undertakings:
2025 2024
£'000 £'000
At 1 October 37,560 38,122
Additions in the year 388 1,508
Impairment (30,340) (2,070)
At 30 September 7,608 37,560
Investments in Group undertakings are recorded at cost, which is the fair
value of the consideration paid, less any impairment. In the year the
additions relate to shares to the value of £nil (2024: £1,112,000) issued by
the Company in relation to the acquisition of Ocean Dial Asset Management
Limited and £388,000 (2024: £396,000) with respect to the share award
detailed in note 34. The impairment in the year of £30,340,000 (2024:
£2,070,000) followed an annual review of the Groups Equities CGU with the
carrying value to the Company making use of modelling assumptions outlined
within note 20 with a key driver for the impairment being a reduction in AuM
in the year as outlined in the Strategic Report and note 20.
The subsidiaries of River Global PLC as at 30 September 2025 are as follows:
Proportion Class of shareholding
Name of Company Note held Nature of business
River and Mercantile Group Limited 1 100% Ordinary Dormant holding company
River Global Holdings Limited 1 100% Ordinary Holding company
River Global Services Limited 1 100% Ordinary Service company
River and Mercantile Group Trustees Limited 1 100% Ordinary Dormant service company
River Global Investors LLP 1 100% Ordinary Investment management partnership
SVM Asset Management Holdings Limited 2 100% Ordinary Dormant holding company
RGI Fund Management Limited 2 100% Ordinary Authorised Corporate Director & AIFM
RGI London Limited 1 100% Ordinary Dormant
Notes:
1. Incorporated, registered and having their principal places
of business in the United Kingdom with their registered offices being 30
Coleman Street, London, EC2R 5AL.
2. Incorporated, registered and having their principal place
of business in the United Kingdom with their registered office being 19
Charlotte Square, Edinburgh EH2 4DF.
All subsidiary undertakings are included in the consolidation of the Group.
22. Business Combination
Summary of acquisitions
SVM Asset Management Holdings Limited
On 31 October 2022 River Global PLC announced the completion of the
acquisition of the entire share capital and 100% voting rights of SVM Asset
Management Holdings Limited ("SVM"). SVM is an active equities fund management
Group based in Edinburgh.
Final settlement of the deferred consideration for SVM was made in December
2023 totalling £7,000,000.
Ocean Dial Asset Management Limited
On 2nd October 2023 River Global PLC completed its acquisition of the entire
share capital and 100% voting rights of Ocean Dial Asset Management ("ODAM").
ODAM is an active equities fund manager of the fund India Capital Growth Fund
("IGC").
Details of the purchase consideration are as follows:
ODAM
£'000
Cash paid 2,464
Shares paid 556
Deferred shares (paid 30 January 2024) 556
Total consideration 3,576
The fair value of assets and liabilities recognised as a result of the
acquisition are as follows:
ODAM
£'000
Cash 642
Trade and other receivables 211
Plant and equipment 2
Trade payables (76)
Other payables (111)
Total net assets recognised on acquisition 668
Fair value adjustments
Intangible assets: customer relationships 3,600
Deferred tax liability (900)
Net identifiable assets/(liabilities) acquired 2,700
Goodwill 208
Net assets acquired 3,576
Acquired receivables
The fair value of acquired receivables was £211,000, primarily made up of
accrued income and no loss allowance has been recognised on acquisition.
Customer relationships & management contracts
The initial recognition of the management contract held by Ocean Dial was
calculated based on a Multi-period Excess Earnings Method ("MEEM"), estimating
a useful life of 12 years for the contract. Management developed a cash flow
forecast based on expectations from the year of acquisition making use of
historical analysis and management experience in the industry. Revenue growth
was estimated on a conservative basis of 2% per Annum offset by a biennial AUM
redemption of incrementally larger severity over the years (increasing from
2.5% to 30% redemptions by 2035) representing the shareholders biennial
continuation vote; based on management experience, historical analysis of
previous voting results and increased probability of redemptions over time. An
assumed weighted average cost of capital of 19% was applied, a premium
relative to the wider Group's business reflecting the size and equity risk
premium associated with the Ocean Dial Business. A deferred tax liability has
been recognised in respect of this asset.
Revenue and profit contribution
The business was accounted for from the date of acquisition (2nd October
2023). This is the first working day of the financial year of the Group and
consequently the revenue and operating results of the Group would have been
unaffected by accounting for the acquisition from 1st October 2023.
Revenue for the 12 months ended 30 September 2024 was £1,926,000 and
contributing £1,049,000 to the profit before tax of the Group.
Purchase consideration - cash outflow
Outflow of cash to acquire subsidiaries, net of cash acquired
2025 2024
£'000 £'000
Cash consideration - 2,464
Less: balances acquired - (642)
Net outflow / (inflow) of cash - investing activities - 1,822
Deferred consideration paid for acquisitions - SVM - 7,000
Total paid / (received) in year relating to acquisitions - 8,822
Acquisition-related costs
Directly attributable acquisition related costs for ODAM were £25,000
including those not directly attributable to the issue of shares. Incidental
costs are included in administrative expenses in the income statement.
23. Group Interest in Associates
Loan notes
Total Equity £'000
£'000 £'000
Closing balance at 30 September 2023 24,626 - 24,626
Share of operating results for 2024 - - -
Interest earned in the year 2,423 - 2,423
Closing balance at 30 September 2024 27,049 - 27,049
Share of operating results for 2025 - - -
Interest earned in the year 2,690 - 2,690
Closing balance at 30 September 2025 29,739 - 29,739
On 1 October 2021 River Global PLC acquired an effective 30% interest in the
equity of Parmenion Capital Partners LLP, via a Guernsey-registered corporate
structure. River Global is a shareholder in the holding company for this
group, Shillay TopCo Limited. The equity value recognised on 1 October 2021
was £171,000 which is reflected in the Company accounts however due to losses
in the period to date this has been reduced to £nil (2024: £nil) in the
Consolidated accounts in accordance with IAS 28.
The tables below provide summarised information of the associate. The
information disclosed reflects the amounts presented in the unaudited
financial statements of the relevant associate and not the River Global PLC
share of those amounts. They have been amended to reflect adjustments made by
the Company when using the equity method, including fair value adjustments and
modifications for differences in accounting policy.
Unaudited summarised balance sheet
Shillay TopCo Limited Shillay TopCo Limited
30 September 2025 30 September 2024
£'000 £'000
Total current assets 25,888 23,189
Non-current assets 99,399 104,293
Total current liabilities (6,921) (9,050)
Total non-current liabilities (129,883) (127,496)
Net liabilities (11,517) (9,064)
Unaudited summarised statement of comprehensive income
Shillay TopCo Limited Shillay TopCo Limited
30 September 2025 30 September 2024
£'000 £'000
Revenue 52,530 49,448
Expected profit for the period (2,453) (1,714)
Net Asset Adjustment - -
Total comprehensive income (2,453) (1,714)
Equity interest (%) 30% 30%
Equity interest (736) (514)
Share of operating results - -
24. Trade and other receivables
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables 990 329 - -
Other receivables 158 2,836 - 2,478
Amounts due from Group undertakings - - - 363
Prepayments and accrued income 1,707 2,656 96 162
2,855 5,821 96 3,003
Due to their short-term nature, the carrying value of trade and other
receivables is considered to be substantially equal to its fair value.
Trade and other receivables, including accrued income, held in other
currencies amounted to £259,000 (2024: £487,000). They include £nil (2024:
£2,478,000) in relation to deferred consideration for the sale of Rize ETF
Limited.
The carrying value of trade receivables and accrued income forms part of the
Group's overall exposure to credit risk. The Group does not hold any
collateral as security.
As of 30 September 2025, trade and other receivables of £nil (2024: £nil)
were impaired, and all trade receivables were aged less than 30 days. No trade
receivables were written off during the year (2024: £nil).
Amounts relating to accrued income total £994,000 (2024: £1,816,000). All
balances are accrued for in the period they are earned and performance
obligations are met and there were no adjustments to revenue recognised with
respect to prior year balances.
25. Financial Assets at Fair Value Through Profit and Loss
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Seeded funds 100 93 27 79
100 93 27 79
The Group uses capital to invest in its own products as seed investments, and
they are recognised under the existing accounting policy as assets held at
fair value through profit and loss. The fair value of the Group's investment
in its funds is derived from the fair value of the underlying investments some
of which are not traded in an active market and therefore the investment is
classified as Level 2 under IFRS 13 Fair Value Measurement.
Amounts recognised in profit or loss
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Fair value (losses)/gains on equity investments - - - -
Dividends received recognised in finance income - - - -
26. Cash and cash equivalents
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash at bank and in hand 6,149 8,727 37 3
Cash and cash equivalents 6,149 8,727 37 3
Cash and cash equivalents
UK sterling 6,091 8,385 37 3
US dollars 2 284 - -
Euros 56 57 - -
Australian dollars - 1 - -
6,149 8,727 37 3
Balances are held with reputable banks with credit ratings of triple B and
above or in short-term money market funds rated AAAm or equivalent.
27. Trade and other payables
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 313 804 4 4
Other payables 291 748 - -
Other taxation and social security 453 429 91 22
Amounts due to Group undertakings - - 8,705 10,231
Deferred consideration - - - -
Accruals 2,595 2,650 323 162
3,652 4,631 9,123 10,419
Due to their short-term nature, the carrying value of trade and other payables
approximates to their fair value. Trade and other payables held in other
currencies amounted to £224,000 (2024: £552,000).
The amount due to Group undertakings recognised in the Company's trade and
other payables is due to River Global Holdings Limited and is for the purpose
of providing working capital. It is interest-free, unsecured and repayable on
demand.
28. Current taxation
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Tax receivable - - - -
Tax (payable) (410) (368) (343) (343)
Corporation tax (payable) (410) (368) (343) (343)
As referred to in note 4 there is some uncertainty around the treatment of
certain items in the tax return and the matter remains open however the
provision made for this as at 30 September 2025 is £343,000 (2024:
£343,000).
29. Financial assets and liabilities
The following tables illustrate the categorisation and carrying value of
financial assets and liabilities as at 30 September 2025. Credit risk is also
discussed in note 3. It should be noted that Loans to associates has been
included in the financial assets table to reflect the nature of the loan as a
financial asset.
Financial assets
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade receivables 990 329 - -
Other receivables 1,660 5,072 - 2,478
Amounts due from Group undertakings - - - 363
Cash and cash equivalents 6,149 8,727 37 3
Financial assets at amortised cost 8,799 14,128 37 2,844
Financial assets held as investments in associates 29,738 27,049 29,909 27,221
Financial assets at fair value through profit and loss 100 93 26 -
38,637 41,270 29,974 30,065
Financial liabilities at amortised cost
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Trade payables 313 804 4 4
Other payables 291 748 - -
Accruals 2,595 2,650 389 159
Intercompany payables - - 8,705 10,231
Lease liability 1,004 859 - -
4,203 5,061 9,098 10,394
Maturity analysis of financial liabilities
The following disclosures show the maturity profile of contractual
undiscounted cash flows of financial liabilities as at 30 September 2025:
Trade payables Other payables Lease liability Deferred Considerations Total
£'000 and accruals and accruals £'000
£'000 £'000 £'000
2024
Due in one year or less 804 3,398 569 - 4,771
Due in more than one year - - 290 - 290
2025
Due in one year or less 313 2,886 397 - 3,596
Due in more than one year - - 607 - 607
Currency risk
The Company and Group has performed sensitivity testing on the fair value of
the Group and Company's financial instruments of a 10% movement in sterling
against all other currencies from the closing rates as at 30 September 2025,
with all other variables remaining constant. The below table sets out the
financial assets and liabilities of the Group held in foreign currencies. A
variation of 10% in sterling against these currencies would result in a
£62,000 (2024: £28,000) impact upon the Group income statement.
Financial assets Financial liabilities
£'000 £'000 Net
£'000
2024
US dollar 757 (499) 258
Euro 70 (53) 17
Australian dollar 2 - 2
829 (552) 277
2025
US dollar 674 (83) 591
Euro 48 (19) 29
Australian dollar 1 - 1
723 (102) 621
Exposures to foreign exchange rates vary during the year depending on the
volume of overseas transactions. Nonetheless the analysis above is considered
to be materially representative of the Group's exposure to currency risk
during the year.
30. Equity
Share capital and share premium
2025 2024 2025 2043
Shares Shares £000 £000
ASTO: - 149,292,970 - 1,493
Fully paid Ordinary shares of £0.01 each
RVRG: 149,292,970 - 746 -
Fully paid Ordinary shares of £0.005 each
RVRB: 149,292,970 - 746 -
Fully paid Ordinary shares of £0.005 each
Total 1,493 1,493
The ordinary shares entitle the holder to participate in dividends, and to
share in the proceeds of winding up the Company in proportion to the number of
and amounts paid on the shares held.
Movement in ordinary shares
RVRG RVRB ASTO
Number of shares Number of shares Number of shares Share capital £000 Share premium £000 Total
No. No. No. £000
Balance at 30 September 2024 - - 149,292,970 1,493 209 1,702
Subdivision of A Ordinary Shares 149,292,970 149,292,970 (149,292,970)
Balance at 30 September 2025 149,292,970 149,292,970 - 1,493 209 1,702
Other reserves
Capital redemption reserve Merger reserve Other reserve Total
£'000 £'000 £'000 £'000
Balance at 30 September 2023 653 43,063 95 43,811
Share-based payments in relation to LTIP (see note 34) - - 517 517
Balance at 30 September 2024 653 43,063 612 44,328
Share-based payments in relation to LTIP (see note 34) - - 566 566
Balance at 30 September 2025 653 43,063 1,178 44,894
The Company bought back and cancelled 6,532,942 ordinary shares in December
2020. These shares have been credited to the Capital Redemption Reserve in the
amount of £653,000.
A Merger Reserve arose on the issue of shares to vendors of Saracen Fund
Managers Limited rather than share premium. This was subsequently added to
when the Company completed the acquisition of River and Mercantile Group Plc,
the consideration for which was wholly settled by the issue of new ordinary
shares in River Global PLC. Under section 612 of the Companies Act 2006 the
excess over the par value of these shares is accounted for as a Merger Reserve
rather than as share premium.
As at 30 September 2025 the Group held 5,354,770 of treasury shares (2024:
5,354,770) further described in note 2.
31. Deferred taxation
Deferred tax liabilities
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Deferred tax liabilities to be settled after more than one year 1,373 1,546 - -
Deferred tax liabilities to be settled within one year - - - -
Total deferred tax liabilities 1,373 1,546 - -
The balance comprised temporary differences attributable to:
Deferred tax liability
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Intangible assets 1,373 1,546 - -
Deferred tax liability 1,373 1,546 - -
Deferred tax assets
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Unutilised tax losses 1,373 1,546 - -
Deferred tax asset 1,373 1,546 - -
Deferred tax movements
Group Financial assets at fair value through profit and Loss Right-of-use Intangible Unutilised tax losses Total
£'000 Assets Assets £'000 £'000
£'000 £'000
At 30 September 2023 - 32 874 - 905
Acquisition of subsidiaries - - 900 - 900
Credited to profit and loss - (32) (228) (1,546) (1,805)
At 30 September 2024 - - 1,546 (1,546) -
Charged/(credited) to profit and loss (173) 173 -
At 30 September 2025 1,373 (1,373) -
The recognition of deferred tax assets is based upon whether it is more likely
than not that sufficient and suitable taxable profits will be available in the
future against which the reversal of temporary differences can be deducted.
For these purposes, taxable profits include taxable temporary differences,
such as those that arise in relation to the Group's intangible fixed assets. A
deferred tax asset has therefore been recognised up to the value of the
deferred tax liability thereon. Where the temporary differences relate to
losses, the availability of the losses to offset against future profitability
is also considered. The directors consider that there is no basis on which to
recognise additional deferred tax assets at 30 September 2025 or 30 September
2024. The unrecognised asset in respect of tax losses is set out below.
Tax Losses
2025 2024
£'000 £'000
Utilisable tax losses 47,258 51,877
Tax losses recognised in respect to deferred tax liabilities (5,273) (6,184)
Unused tax losses for which no deferred tax benefit has been recognised 41,985 45,693
Potential tax benefit at 25% (2024: 25%) 10,496 11,423
32. Reconciliation of losses and profits before tax to net cash outflow from
operations
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
(Loss)/profit for the year before taxation (11,198) (5,024) (29,452) (68)
Share-based payments
- in respect of LTIP 560 517 145 122
Interest received from associate (2,689) (2,423) (2,689) (2,423)
Reduction in fair value of investments (7) (2) 52 -
Impairment of investments 8,050 - 30,339 2,070
Additions of PPE (note 18) (135) -
Depreciation 44 23 - -
Amortisation of intangible assets 800 897 - -
Amortisation of right-of-use assets 373 768 - -
Write offs of right-of-use assets 257 - - -
Addition to right-of-use assets (774) - - -
Modifications to lease liability 781 - - -
Write offs to lease liability (59) - - -
Finance costs (note 14) (5) - - -
Movement in foreign exchange (note 14) 17 21 - -
Finance income (note 13) (225) (293) - -
Provision release for corporation tax - (1,094) - (1,094)
Dividends from investments - - - (492)
Decrease / (increase) in receivables 2,956 190 2,933 (501)
(Decrease)/ increase in payables (961) (1,810) (1,293) (1,230)
Cash (outflow)/inflow from continuing operations (2,215) (8,230) 34 (3,616)
33. Related Party Transactions
Related parties comprise the Company's shareholders, subsidiaries, associated
companies, joint ventures and other entities over which the shareholders of
the Company have the ability to control or exercise significant influence over
financial and operating decisions and key management personnel.
During the year, the Company entered into the following significant
transactions with related parties at prices and on terms agreed between the
related parties:
Intercompany balances
2025 2024
£'000 £'000
Amounts payable to River Global Holdings Ltd. (8,705) (9,868)
(8,705) (9,868)
The balance with River Global Holdings Limited is a current loan, payable on
demand.
During the 2024 year loans payable to Revera Asset Management Limited were
forgiven and a gain has been recognised in the Company accounts as a non-cash
Dividend for £492,000.
As noted within note 23, loan notes totalling £29,738,000 (2024:
£27,049,000) are owed to the Company in respect of its investment in
Parmenion.
Key management compensation
2025 2024
£'000 £'000
Salaries, fees and other employee benefits 258 304
Share-based payments 74 61
332 365
Further details on directors' emoluments can be found in note 11.
Details of the Directors' shareholdings in the Company can be found in the
Directors' Report.
34. Share Awards
Prior Year Awards
On 6 November 2023 the Group announced that it has put in place a Restricted
Share Plan ("RSP") for a limited number of executives, partners and staff. The
Plan has awarded rights over up to 5,013,000 ordinary shares in the Company,
which it is expected would be satisfied from shares currently held in
treasury. Vesting of Shares under the Scheme is due on 1 October 2026 and is
subject to usual provisions for malus, clawback and for apportionment or
forfeiture in respect of good and bad leavers prior to that date at the
discretion of the Board's Remuneration Committee. The fair value of the award
made use of a Black Scholes model incorporating market volatility and the
share price at the date of the award.
As noted in the prior year, a charge for this award was recognised in the year
ended 30 September 2023 due to conditions attached to those awards.
Current Year Awards
Additional awards under the RSP were proposed in 2025. Vesting periods are for
three years and subject to usual provisions for malus, clawback and for
apportionment or forfeiture in respect of good and bad leavers prior to that
date at the discretion of the Board's Remuneration Committee. The fair value
of the awards proposed make use of a Black Scholes model incorporating market
volatility and the share price at the date of the award. New awards proposed
and expensed in the year totalled 6,629,446
In addition, those awards issued before the share split (note 20) have been
split equally between RVRG and RVRB shares so that one A Ordinary Share is
equal to one A Share and one B Share.
Share Award RSP
Award Year 2024
Share Class RVRG RVRB ASTO
Grant date share price £ n/a n/a 0.4
Number of shares outstanding at 30 September 2024 - - 5,013,000
Number of shares outstanding at 30 September 2025 4,323,417 4,323,417 -
Share Award RSP
Award Year 2025
Share Class RVRG RVRB
Grant date share price £ 0.1 -
Number of shares outstanding at 30 September 2025 6,629,446 -
2025 2024
£'000 £'000
Restricted Share Plan Costs 586 517
35. Post Balance Sheet Events
New lease:
In December 2025 a new lease was signed for 19 Charlotte Square, Edinburgh,
EH2 4DF to replace the existing lease at Castle Street. The terms of the lease
are for £85,000 p.a. with a 5 year break clause and 50% discount for the
first year of the lease.
Devon Acquisition & client loss:
On 6 October 2025 the Group completed its acquisition of Devon Equity
Management Limited. Under the terms of the Acquisition the Sellers will
receive up to £2.46 million in total to be satisfied by the issue to the
Sellers, at an issue price of 6p per A ordinary share of 0.5p each in the
Company ("A Ordinary Shares") of 16,670,000 A Ordinary Shares (the "Initial
Consideration Shares") and up to a further 24,330,000 A Ordinary Shares (the
"Deferred Consideration Shares") on 10 June 2026 dependent upon revenue
generated from the acquired business assessed at that date. In addition, the
Sellers will be entitled to receive an amount payable in cash of up to £1.5
million (in aggregate) to the extent that Devon (upon becoming an integrated
part of the enlarged River Global Group or otherwise) no longer has a
requirement for its regulatory capital. Any such payment is to be made on or
before the first anniversary of completion of the Acquisition.
The Initial Consideration Shares were duly issued in October with any deferred
portion of the Consideration to be accounted for in the 31 March 2026 interim
results. Accounting for the acquisition is expected to be finalised for the
interim results of the Group 31 March 2026.
Subsequent to the acquisition, an institutional client of Devon chose to make
an asset allocation move away from active equities in November and terminated
its mandate with the company at that time. The Devon business therefore had
£516m in assets under management at 31 December 2025, being the assets of its
client, European Opportunities Trust. The Board of that company subsequently
announced a strategic review of its future on 13 February. River Global has
presented an outline proposal for a reconstruction of European Opportunities
Trust that includes an opportunity for European Opportunities' shareholders to
roll over their holding into an open-ended investment company to be managed by
River Global with a similar investment policy to that of the Trust. These
events are expected to impact both the deferred consideration and the
potential for return of regulatory capital, and the Group will consider that
impact in both its acquisition accounting and in any subsequent impairment
which may follow.
Sale of the Operating Business
On 16 March 2026, the Company announced its agreement to the sale of the
operating business of River Global PLC, by way of an agreed disposal of River
Global Holdings Limited and its subsidiaries to Liontrust Asset Management
PLC. Details of the agreement are included in the Company's announcement of
the same date. The disposal crystallises a value for that business which is a
material consideration in our assessment of the value of goodwill at year end:
goodwill has been written down as a result. The impact is an impairment to
goodwill of £8.1million.
1 (#_ftnref1) Tudor Davis has been treated as being interested in shares
held by Cadoc Limited, a company of which he is a director, but which is
controlled by other members of his family.
2 (#_ftnref2) Christopher Mills, as chief executive and a member of Harwood
Capital LLP, is deemed to have an interest in the 26,964,500 shares owned by
various funds associated with Harwood Capital LLP.
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