Company Registration Number (England & Wales) …library.isdx.com/infostore/Company-Accounts/RivingtonStreet/riving... · Company Registration Number (England & Wales) 2258507 Rivington

Company Registration Number (England & Wales) 2258507

Rivington Street Holdings plc

Financial Statements

Year Ended

31st August 2009


Financial Statements

Year Ended 31st August 2009

Contents Page

Officers and Professional Advisers 1

Chairman's Statement 2

The Directors' Report 4

Independent Auditor's Report to the Shareholders 7

Group Profit and Loss Account 9

Group Statement of Total Recognised Gains and Losses 10

Group balance sheet 11

Company balance sheet 12

Group cash flow statement 13

Notes to the financial statements 14


Officers and Professional Advisers

- 1 -

The Board of Directors D Hutchins M Burne E J Milton T J Z Winnifrith D J P Oakley M M Jordan

Company Secretary R Darvill

Registered Office 2nd Floor 5-11 Worship Street London EC2A 2BH

Auditor Nexia Smith & Williamson LLP Chartered Accountants & Statutory Auditor Portwall Place Portwall Lane Bristol BS1 6NA

Accountants Wilson Stevens Third Floor 111 Charterhouse Street London EC1M 6AW


Chairman's Statement


- 2 -

The economic downturn has had a considerable and well documented effect on the financial services industry. When looking at recent results from comparable financial services and media businesses it is very pleasing that Rivington Street Holdings plc can report underlying EBITDA (operating profit adding back interest, depreciation and amortisation) of £819,412 for the year ended 31st August 2009.

On 28th November 2008 Rivington Street Holdings Limited completed the reverse acquisition of PLUS listed Commodity Watch plc (renamed Rivington Street Holdings plc) for a consideration of £2,207,225 reflecting the fair value of the 5,193,470 ordinary shares acquired, having a market value of 42.5p at the date of acquisition. Goodwill arising on the reverse acquisition of £1,758,558 has been capitalised and will be amortised over 10 years. This acquisition has enabled the group to be listed on PLUS and provide liquidity to our shareholders.

Additionally, on 1st December 2008 the group acquired the remaining share capital of Oilbarrel.com Limited for a total consideration of £404,267. The consideration is payable as £181,809 in cash and 420,253 of new Rivington Street Holdings plc ordinary shares at a deemed average price of 49.7 pence per ordinary share. Goodwill arising of £456,314 has been capitalised and will be amortised over 10 years.

These two acquisitions have enabled the group to grow its client base and deepen its sector expertise within the commodities and energy markets.

During the period we launched our second investment vehicle Worship Street Investments plc. Funds under management (‘FUM’) has increased to £11.02million at the end of the period. We are pleased to report that T1ps Investment Management ('T1Ms') continues to grow its FUM and has added the SF T1ps Smaller Companies Gold ICVC on 4th September 2009 and the T1ps Smaller Companies EIS Fund to the T1Ms portfolio. As of today’s date FUM are £18.6million.

During the period, Rivington Street Corporate Finance ('RSCF') – the group’s AIM brokerage and PLUS advisor business, was strengthened by the hires of Peter Greensmith as CEO and Dru Edmonstone as Head of Broking. The group anticipates significant new staff hires during the current financial year. These appointments should assist RSCF to attract new corporate mandates on both AIM and PLUS as it builds on its client base. In the current financial year RSCF has raised more equity for its retained clients than it did during the whole of 2009.

The integration of Minesite.com and Oilbarrel.com has now yielded significant cost savings, especially in terms of general overheads. They both continued to attract an increasing number of attendees at their seminars whilst growing their client bases.

The Bishopsgate PR business has, like all PR businesses, suffered from the reduction in the number of companies on AIM and from margin pressure. It has responded by reducing non essential costs but also by investing in new staff to enhance its product offering. We have recently recruited Alex Giacchetti as Managing Director of Bishopsgate to help drive the business forward and to generate new fee earning opportunities.

The t1ps publishing division has seen a predictable reduction in advertising revenues. We have accordingly sought to reduce costs and make efficiency savings. At the same time, we invested in upgrading the t1ps websites with the aim of attracting new subscribers.

Despite the prevailing market conditions, the 2009 Master Investor attracted record numbers of ticket bookings while preparations for the 2010 show are going well - with more corporate stands sold than at this stage in any previous year. Master Investor 2010 has already secured two of its three main sponsors in Saxo Bank and RBS and the headline speakers secured include Jim Mellon, Nigel Wray, Mark Slater, Evil Knievil and Lucian Miers

During the period t1ps.com took the Sharecrazy share trading platform previously operated by Hoodless Brennan in house. As a result it was able to reduce the amount charged to customers and also to make a contribution of 25p per trade to the Woodlarks Charity, of which the group is a strong supporter, without compromising our margins.


Chairman's Statement (continued)


- 3 -

The JP Jenkins matched bargain market was purchased on 10th March 2009 and at that stage there were thirteen securities trading on the market. As of today there are twenty nine.

The underlying metric the group use as a measure of performance is EBITDA, excluding exceptional items. The 2009 figure of £819,412 compares unfavourably with the 2008 number of £1,100,660. After four months of this year the group are, based on this metric, 78% ahead of last year and also ahead of the group’s internal budget. The operating profit was impacted by additional goodwill amortisation of £249,348 the majority arising from the reverse acquisition of Commodity Watch plc and subsequent acquisition of Oilbarrel.com Limited.

The key balance sheet figure is net cash and listed investments which stood at £1.53million (cash £881,747, listed investments £647,991) at 31st August 2009. We have maintained a strong cash position despite incurring costs associated with the various acquisitions, share buybacks and reorganisation charges.

Outlook

We recently announced the proposed acquisitions of Rosslyn Research Limited and Viewpoint Field Services Limited from AIM quoted IQ Holdings plc. The directors believe that the transaction offers cross-selling opportunities with the group’s existing media divisions as well as diversifying the group’s operations away from being solely linked to the performance of UK equity capital markets.

The group remain focused on growing all of the business units both organically and via acquisition. Maximising cash generation is a key management priority.

Having recently announced the planned departures of non executive chairman Malcolm Burne and Group Finance Director David Oakley we are in discussions with a number of senior people about filling these roles. We are confident that we will continue to attract high quality people who are as excited about the Rivington Street Holdings Group as our existing staff whose good and supportive efforts should not go unrecorded.

Rivington Street continues to trade profitably. We continue to review a number of acquisition opportunities and remain well placed to execute any transaction that complements our core competencies and which enhances earnings. The directors do not propose to pay a dividend this year in order to retain cash that may be used to exploit acquisition opportunities. The Directors view the future with confidence.

M Burne Chairman Rivington Street Holdings Plc


The Directors' Report


- 4 -

The directors have pleasure in presenting their report and the financial statements of the group for the year ended 31st August 2009.

Change of Name The company changed its name by special resolution on 28th November 2008 from Commodity Watch plc to Rivington Street Holdings plc.

Principal Activities and Business Review The principal activity of the company during the year was that of a holding company. The principal activities of the group members are described in note 15 of the financial statements.

The results for the year are disclosed in the profit and loss account on page 9. The financial position of the company is disclosed in the balance sheet on page 12.

A detailed business review including key performance indicators is contained in the Chairman's statement.

As explained in note 1, the company has adopted reverse acquisition accounting. Accordingly, the results of the group are those of Rivington Street Media Limited and its subsidiaries for the year plus those of Rivington Street Holdings plc from the date of the reverse acquisition.

Results and Dividends The profit for the year, after taxation, amounted to £239,081. The directors have not recommended a dividend.

Principal Risks and Uncertainties

Financial Risk The group's operations expose it to a variety of financial risks that include the effects of changes in credit, liquidity and interest rate risk. The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and finance related costs. The group does not use derivative financial instruments to manage interest rate costs and no such hedging accounting is applied.

Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set out by the board are implemented by finance departments across the group.

Credit Risk The group has implemented policies that require appropriate credit checks on customers before sales are made.

Liquidity Risk The group currently has no requirements for debt finance, but maintains sufficient funds for operations.

Interest Rate Risk The group has interest bearing assets in the form of cash balances.

Financial Risk Management Objectives and Policies Details of the company's financial risk management objectives and policies are included in note 22 to the financial statements.


The Directors' Report (continued)


- 5 -

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

D Hutchins M Burne E J Milton T J Z Winnifrith (Appointed 28th November 2008) D J P Oakley (Appointed 28th November 2008) M M Jordan (Appointed 28th November 2008) C F W Wyatt (Resigned 28th November 2008) F I A Kolek (Resigned 28th November 2008)

Policy on the Payment of Creditors It is the group's policy to agree terms of payment prior to commencing trade with any supplier and to abide by those terms based on the timely submission of satisfactory invoices. At the balance sheet date the creditors outstanding represented 146 creditor days (2008: 135 days).

Directors' Responsibilities The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that year. In preparing those financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.

The directors are 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as each of the directors are aware:

• there is no relevant audit information of which the group's auditor is unaware; and

• the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.


The Directors' Report (continued)


- 6 -

Auditor Nexia Smith & Williamson LLP are deemed to be re-appointed under section 487(2) of the Companies Act 2006.

Signed on behalf of the directors

D J P Oakley Director

Approved by the directors on 15th January 2010


Independent Auditor's Report to the Shareholders of Rivington Street Holdings Plc


- 7 -

We have audited the group and parent company financial statements ("the financial statements") of Rivington Street Holdings Plc for the year ended 31st August 2009. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company's shareholders, as a body, in accordance with Sections 495 and 496 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's shareholders those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Respective Responsibilities of Directors and Auditor As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the Annual Report and financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the Audit of the Financial Statements A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/UKNP.


Independent Auditor's Report to the Shareholders of Rivington Street Holdings Plc (continued)


- 8 -

Opinion on Financial Statements In our opinion the financial statements:

• give a true and fair view of the state of the group's and parent company's affairs as at 31st August 2009 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on Other Matters Prescribed by the Companies Act 2006 In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on Which We are Required to Report by Exception 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.

JONATHAN TALBOT (Senior Statutory Auditor) For and on behalf of NEXIA SMITH & WILLIAMSON LLP Chartered Accountants & Statutory Auditor

Portwall Place Portwall Lane Bristol BS1 6NA

15th January 2010


Group Profit and Loss Account


2009

2008 (Restated)

Note £ £ £ £

The notes on pages 14 to 38 form part of these financial statements.

- 9 -

Turnover 2 Continuing operations 3,288,925 3,774,343 Acquisitions 790,301 – ------------------------------------------ ------------------------------------------

Total continuing operations 4,079,226 3,774,343 ------------------------------------------ ------------------------------------------

Group Turnover 4,079,226 3,774,343

Cost of sales 3 (572,431) (374,163) ------------------------------------------ ------------------------------------------

Gross Profit 3,506,795 3,400,180

Net operating expenses 3 3,210,707 2,549,623 ------------------------------------------ ------------------------------------------

Operating Profit: 4 Continuing operations 211,826 850,557 Acquisitions 84,262 – -------------------------------- --------------------------------

Group Operating Profit 296,088 850,557 Interest receivable and similar income 8,776 9,229 Interest payable and similar charges 7 (4,547) (11,368) ------------------------------------------ ------------------------------------------

Profit on Ordinary Activities Before Taxation 300,317 848,418

Tax on profit on ordinary activities 8 66,842 280,696 -------------------------------- --------------------------------

Profit on Ordinary Activities after Taxation 233,475 567,722 Minority interests (5,606) – -------------------------------- --------------------------------

Profit for the Financial Year 239,081 567,722 ================================ ================================

Earnings per share (pence)

Basic 11 0.82 2.55 ================================ ================================

Diluted 11 0.62 1.76 ================================ ================================

All of the activities of the group are classed as continuing.

The company has taken advantage of section 408 of the Companies Act 2006 not to publish its own Profit and Loss Account.


Group Statement of Total Recognised Gains and Losses



- 10 -

2009

2008 (Restated)

£ £ Profit for the financial year attributable to the shareholders of the parent company 239,081 567,722 Unrealised (loss)/gain arising on the valuation of current asset investments (123,794) 72,794 -------------------------------- --------------------------------

Total recognised gains and losses relating to the year 115,287 640,516 Prior year adjustment (see note 12) (30,552) – -------------------------------- --------------------------------

Total gains and losses recognised since the last annual report 84,735 640,516 ================================ ================================


Group Balance Sheet

31st August 2009

2009

2008 (Restated)

Note £ £ £ £


- 11 -

Fixed Assets Intangible assets 13 2,954,018 1,127,057 Tangible assets 14 353,990 324,427 Investments 15 9,439 – ------------------------------------------ ------------------------------------------

3,317,447 1,451,484 Current Assets Debtors 16 869,044 534,577 Investments 17 647,991 432,942 Cash at bank and in hand 881,747 670,664 ------------------------------------------ ------------------------------------------

2,398,782 1,638,183 Creditors: Amounts Falling due Within One Year 18 1,525,267 1,221,878 ------------------------------------------ ------------------------------------------

Net Current Assets 873,515 416,305 ------------------------------------------ ------------------------------------------

Total Assets Less Current Liabilities 4,190,962 1,867,789

Creditors: Amounts Falling due after More than One Year 19 50,000 –

Provisions for Liabilities Deferred taxation 20 1,251 240 ------------------------------------------ ------------------------------------------

4,139,711 1,867,549 ========================================== ==========================================

Capital and Reserves Called-up equity share capital 25 316,493 2,322 Share premium account 26 665,657 329,582 Investments revaluation reserve 27 (51,000) 72,794 Share options reserve 28 116,687 30,552 Other reserves 29 2,148,325 665,274 Profit and loss account 30 958,439 767,025 ------------------------------------------ ------------------------------------------

Shareholders' Funds 32 4,154,601 1,867,549

Minority Interests (14,890) – ------------------------------------------ ------------------------------------------

4,139,711 1,867,549 ========================================== ==========================================

These financial statements were approved by the directors and authorised for issue on 15th January 2010, and are signed on their behalf by:



Company Balance Sheet

31st August 2009

2009 2008 Note £ £ £ £


- 12 -

Fixed Assets Tangible assets 14 – 55,116 Investments 15 934,729 56,439 -------------------------------- --------------------------------

934,729 111,555 Current Assets Debtors 16 444,662 222,826 Investments 17 2,644 – Cash at bank 432,972 682,230 -------------------------------- --------------------------------

880,278 905,056 Creditors: Amounts Falling due Within One Year 18 504,561 537,201 -------------------------------- --------------------------------

Net Current Assets 375,717 367,855 ------------------------------------------ --------------------------------

Total Assets Less Current Liabilities 1,310,446 479,410

Provisions for Liabilities Deferred taxation 20 – 6,903 ------------------------------------------ --------------------------------

1,310,446 472,507 ========================================== ================================

Capital and Reserves Called-up equity share capital 25 316,493 51,935 Share premium account 26 665,657 169,394 Share options reserve 28 52,692 40,633 Other reserves 29 105,070 – Profit and loss account 31 170,534 210,545 ------------------------------------------ --------------------------------

Shareholders' Funds 32 1,310,446 472,507 ========================================== ================================

These financial statements were approved by the directors and authorised for issue on 15th January 2010, and are signed on their behalf by:


Company Registration Number: 2258507


Group Cash Flow Statement


2009 2008 Note £ £ £ £


- 13 -

Net Cash Inflow from Operating Activities 33 447,034 962,492

Returns on Investments and Servicing of Finance 33 5,772 (2,139)

Taxation 33 (167,954) (72,691)

Capital Expenditure and Financial Investment 33 (436,826) (229,936)

Acquisitions and Disposals 33 362,768 –

Equity Dividends Paid – (51,883) -------------------------------- --------------------------------

Cash Inflow Before Financing 210,794 605,843

Financing 33 289 (98,041) -------------------------------- --------------------------------

Increase in Cash 33 211,083 507,802 ================================ ================================


Notes to the Financial Statements


- 14 -

1. Accounting Policies

Basis of Accounting

The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards, subject to the departures referred to below.

(i) - current asset investments are stated at their current cost.

(ii) - the company has adopted reverse acquisition accounting, described below, which constitutes a true and fair override departure from United Kingdom accounting standards.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the company and all group undertakings and exclude intra group transactions. These are adjusted, where appropriate, to conform to group accounting policies. Acquisitions are accounted for under the acquisition method of accounting with the exception of the reverse takeover transaction detailed below. Goodwill on consolidation is capitalised and written off over its estimated useful life. The results of companies acquired or or disposed of are included in the profit and loss account after or up to the date that control passes respectively.

As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

On 28th November 2008 the Company, then named Commodity Watch plc, became the legal parent company of Rivington Street Media Limited, then named Rivington Street Holdings Limited, in a share for share transaction. Due to the values of the companies, the former Rivington Street Media Limited shareholders became the majority shareholders with 82.4 per cent of the enlarged share capital. Following the transaction the Company's continuing operations and executive management were those of Rivington Street Media Limited. Accordingly the substance of the combination was that Rivington Street Media Limited acquired Commodity Watch plc in a reverse acquisition. As part of the business combination Commodity Watch plc changed its name to Rivington Street Holdings plc.

The Companies Act 2006, FRS 6 and FRS 7 would normally require the Company's consolidated accounts to follow the legal form of the business combination. In that case the pre-acquisition results would be those of Rivington Street Holdings plc, which would exclude Rivington Street Media Limited and its subsidiaries. The results of Rivington Street Media Limited would then be included in the Group from 28th November 2008. However this would portray the combination as an acquisition of Rivington Street Media Limited by Rivington Street Holdings plc and would, in the opinion of the directors, fail to give a true and fair view of the substance of the business combination. Accordingly, the directors have adopted reverse acquisition accounting as the basis of consolidation in order to give a true and fair view.

In invoking the true and fair override, the directors note that reverse acquisition accounting is

endorsed under International Financial Reporting Standard 3. Furthermore, the Urgent Issues Task Force of the UK's Accounting Standards Board considered the subject and concluded that there are instances where it is right and proper to invoke the true and fair override in such a way.

As a consequence of applying reverse acquisition accounting, the results for the Group for the year ended 31st August 2009 comprise the results of Rivington Street Media Limited ('the acquirer') and its subsidiaries for its year ended 31st August 2009 plus those of Rivington Street Holdings plc ('the issuer') from 28th November 2008, the date of reverse acquisition, to 31st August 2009. The comparative figures for the Group are those of Rivington Street Media Limited and its subsidiaries for the year ended 31st August 2008.




1. Accounting Policies (continued)

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Basis of Consolidation (continued)

Goodwill arises on the difference between the fair value of Rivington Street Holdings plc share capital and fair value of its net assets at the reverse acquisition date.

The effects on the consolidated financial statements of adopting reverse acquisition accounting, rather than following the legal form, are widespread. However, the following table indicates the principal effect on the composition of the consolidated reserves:-

Reverse acquisition accounting

Normal acquisition accounting Impact

£ £ £ Called up share capital 316,493 316,493 - Share premium account 665,657 665,657 - Capital redemption reserve 1,444 1,444 - Investment revaluation reserve (51,000) (123,794) 72,794 Share option reserve 116,687 126,768 (10,081) Merger reserve 147,144 10,119,509 (9,972,365) Shares to be issued reserve 103,626 103,626 - Reverse acquisition reserve 1,896,111 - 1,896,111 Profit and loss account 958,439 (79,258) 1,037,697 ------------------------------------------ ---------------------------------------------- ------------------------------------------

4,154,601 11,130,445 (6,975,844) ========================================== ============================================== ==========================================

Turnover

Turnover represents the total value of sales made and commissions receivable during the year, excluding Value Added Tax. Subscriptions receivable are credited to the profit and loss account evenly over the subscription term. Advertising revenues are credited when services are rendered and research sales on a weighted average basis over the term of the contract. Introduction fees are recognised equally at the beginning and end of the admissions period and fundraising fees are recognised only on completion of the relevant project. Retainer fees are credited evenly over the contract period. Conference income is recognised at the time of the event to which it relates.

Goodwill

Positive purchased goodwill arising on acquisitions is capitalised, classified as an asset on the Balance Sheet and amortised over its estimated useful life. Goodwill is reviewed for impairment at the end of the first full financial year following each acquisition and subsequently as deemed necessary if circumstances emerge that indicate that the carrying value may not be recoverable.

Amortisation

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

Purchased Goodwill - between three and ten years Goodwill on consolidation - over ten years

Fixed Assets

All fixed assets are initially recorded at cost.





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Depreciation

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

Leasehold property - over the term of the lease Computer equipment - 33% straight line Office equipment - 25% straight line Websites - 50% straight line TV studio equipment - 20% straight line

Operating Lease Agreements

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

Pension Costs

The group operates a defined contribution pension scheme for employees. The assets of the scheme are held separately from those of the group. The annual contributions payable are charged to the profit and loss account, as incurred.

Deferred Taxation

Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted.

Foreign Currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

Share-Based Payments

The group issues equity-settled share-based payments to certain employees (including directors). Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, together with a corresponding increase in equity, based upon the group's estimate of the shares that will eventually vest.

Fair value is measured using the estimated net assets of the group and projected future profits. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Where the terms of an equity-settled transaction are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.





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Share-Based Payments (continued)

Where an equity-settled transaction is cancelled, it is treated as if it had vested on the date of the cancellation, and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled transaction, and designated as a replacement transaction on the date that it is granted, the cancelled and new transactions are treated as if they were a modification of the original transaction, as described in the previous paragraph.

Current Asset Investments

The alternative accounting method is applied, where investments are valued at current cost.

2. Turnover

Turnover is attributable to the principal activities of the company, arising solely in the United Kingdom. An analysis of turnover and profit before taxation between each major class of business has not been provided. In the opinion of the directors it would be seriously prejudicial to the interest of the company and the group to disclose any segmental information.

3. Analysis of Cost of Sales and Net Operating Expenses

Continuing Acquired operations operations Total £ £ £

Year Ended 31st August 2009 Cost of sales 389,222 183,209 572,431 ================================ ================================ ================================

Administrative expenses 2,773,634 527,001 3,300,635

Other operating income (85,757) (4,171) (89,928) ------------------------------------------ -------------------------------- ------------------------------------------

Net operating expenses 2,687,877 522,830 3,210,707 ========================================== ================================ ==========================================

4. Operating Profit

Operating profit is stated after charging/(crediting):

2009 2008 £ £ Amortisation of intangible assets 352,186 102,838 Depreciation of owned fixed assets 171,138 147,265 Loss/(Profit) on disposal of fixed assets 16,750 (165) Profit on disposal of current asset investments (63,462) -

Operating lease costs: - Plant and equipment – 1,403 Net (profit)/loss on foreign currency translation (160) 524 Auditor's remuneration 36,000 23,500 ================================ ================================

2009 2008 £ £ Auditor's remuneration - audit of the financial statements 36,000 23,500 ================================ ================================




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5. Particulars of Employees

The average number of staff employed by the group during the financial year amounted to:

2009 2008 No No Number of administrative staff 43 37 Number of management staff 8 5 -------------------------------- --------------------------------

51 42 ================================ ================================

The aggregate payroll costs of the above were:

2009 2008 £ £ Wages and salaries 1,601,232 1,479,981 Social security costs 195,250 8,731 Other pension costs 4,950 2,650 Equity-settled share-based payments 88,442 33,323 ------------------------------------------ ------------------------------------------

1,889,874 1,524,685 ========================================== ==========================================

6. Directors' Remuneration

The directors' aggregate remuneration and other payments in respect of qualifying services were:

2009 2008 £ £ Remuneration receivable 316,661 303,638 Gains made on the exercise of share options 236,308 – Value of company pension contributions to money purchase schemes 4,950 2,650 Compensation for loss of directorship – 30,000 -------------------------------- --------------------------------

557,919 336,288 ================================ ================================

Remuneration of highest paid director: 2009 2008 £ £ Total remuneration (excluding pension contributions) 103,394 112,120 ================================ ================================

The number of directors who accrued benefits under company pension schemes was as follows:

2009 2008 No No Money purchase schemes 1 1 ================================ ================================

The comparative information shown above is that of Rivington Street Media Limited and its subsidiaries for the year ended 31st August 2008.




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7. Interest Payable and Similar Charges

2009 2008 £ £ Interest payable on bank borrowing 2,960 7,453 Finance charges – 3,142 Other similar charges payable 1,587 773 -------------------------------- --------------------------------

4,547 11,368 ================================ ================================

8. Taxation on Ordinary Activities

(a) Analysis of charge in the year

2009 2008 £ £

Current tax:

In respect of the year:

UK Corporation tax based on the results for the year 72,734 280,857 (Over)/under provision in prior year - (401)

-------------------------------- --------------------------------

Total current tax 72,734 280,456

Deferred tax:

Origination and reversal of timing differences (5,892) 240 -------------------------------- --------------------------------

Tax on profit on ordinary activities 66,842 280,696 ================================ ================================

(b) Factors affecting current tax charge

The tax assessed on the profit on ordinary activities for the year is lower than the standard rate of corporation tax in the UK of 28% (2008 - 29%).

2009 2008 £ £ Profit on ordinary activities before taxation 300,317 848,418 ================================ ================================

Profit on ordinary activities by rate of tax 84,089 246,041 Expenses not deductible for tax purposes 111,636 42,016 Depreciation for period in excess of capital allowances 14,790 21,621 Utilisation of tax losses (42,356) (35,016) Adjustments to tax charge in respect of previous periods - (402) Relief for employee share options exercised (80,169) 9,664 Profits chargeable at lower Corporation Tax rates (9,109) (3,468) Sundry tax adjusting items (6,147) - -------------------------------- --------------------------------

Total current tax (note 8(a)) 72,734 280,456 ================================ ================================

(c) Factors that may affect future tax charges

At the 31st August 2009 group companies had Corporation Tax losses available for relief against future trading profits totalling £176,835 (2008: £333,690).




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9. Profit Attributable to Members of the Parent Company

The profit dealt with in the financial statements of the parent company, Rivington Street Holdings plc was £9,640 (2008 - £29,094).

10. Dividends

Equity dividends 2009 2008 £ £

Paid during the year Equity dividends on ordinary shares – 51,883 ================================ ================================

11. Earnings Per Share

The basic earnings per ordinary share is calculated by dividing profit for the year less non-equity dividends and other appropriations in respect of non-equity shares by the weighted average number of equity shares outstanding during the year.

The diluted earnings per ordinary share is calculated by dividing profit for the year less non-equity dividends and other appropriations in respect of non-equity shares by the weighted average number of equity shares outstanding during the year (after adjusting both figures for the effect of dilutive potential ordinary shares).

The calculation of basic and diluted earnings per ordinary share is based upon the following data:

Earnings 2009 2008 £ £ Earnings for the purposes of basic earnings per share 233,475 567,722

-------------------------------- --------------------------------

Earnings for the purposes of diluted earnings per share 233,475 567,722 ================================ ================================

Number of shares 2009 2008 No No Basic weighted average number of shares 28,311,501 22,282,429

Dilutive potential ordinary shares: Options 9,076,762 10,065,945

---------------------------------------------- ----------------------------------------------

Weighted average number of shares for the purposes of diluted earnings per share 37,388,263 32,348,374 ============================================== ==============================================

There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the completion of these financial statements.




- 21 -

12. Prior Year Adjustment

The prior year adjustment relates to the FRS 20 share option charge in respect of equity settled share based payments made by Rivington Street Media Limited in earlier years which were replaced by the company on the reverse acquisition. In accordance with the Financial Reporting Standard for Smaller Entities these equity settled share based payments were not previously recorded in the financial statements and were recognised on a disclosure only basis. Following the reverse acquisition by Rivington Street Holdings plc it is necessary for all group companies to apply FRS 20.

The profit for the year to 31st August 2008 has been reduced by £30,552 representing the share based payment charge relating to 2008. The adjustment has no effect on the company's net assets at 31st August 2008 nor on the Corporation Tax charge for the year.

13. Intangible Fixed Assets

Group Purchased Goodwill

Goodwill on Consolidation Total

£ £ £ Cost

At 1st September 2008 338,422 1,016,918 1,355,340 Additions 21,670 2,157,477 2,179,147 -------------------------------- ------------------------------------------ ------------------------------------------

At 31st August 2009 360,092 3,174,395 3,534,487 ================================ ========================================== ==========================================

Amortisation At 1st September 2008 107,173 121,110 228,283 Charge for the year 34,060 318,126 352,186 -------------------------------- -------------------------------- --------------------------------

At 31st August 2009 141,233 439,236 580,469 ================================ ================================ ================================

Net Book Value At 31st August 2009 218,859 2,735,159 2,954,018 ================================ ========================================== ==========================================

At 31st August 2008 231,249 895,808 1,127,057 ================================ ========================================== ==========================================

The increase in goodwill on consolidation represents the excess of the fair value of the consideration given over the fair value of the identifiable net assets of the subsidiaries acquired in the year, less an adjustment to the deferred consideration due on the acquisition of Rivington Street Corporate Finance Limited. Further details on significant acquisitions in the year are disclosed in note 15.




- 22 -

14. Tangible Fixed Assets

Group Leasehold property

Computer equipment

Office equipment Websites

TV Studio equipment Total

£ £ £ £ £ £ Cost

At 1 Sep 2008 290,942 115,325 49,809 140,906 63,222 660,204 Additions 726 52,840 1,814 144,304 2,080 201,764 Disposals – (18,082) (8,283) – – (26,365) -------------------------------- -------------------------------- -------------------------------- -------------------------------- -------------------------------- --------------------------------

At 31 Aug 2009 291,668 150,083 43,340 285,210 65,302 835,603 ================================ ================================ ================================ ================================ ================================ ================================

Depreciation At 1 Sep 2008 106,853 55,663 33,144 115,843 24,274 335,777 Charge for the year 63,520 40,143 7,900 46,826 12,749 171,138 On disposals – (17,019) (8,283) – – (25,302) -------------------------------- -------------------------------- -------------------------------- -------------------------------- -------------------------------- --------------------------------

At 31 Aug 2009 170,373 78,787 32,761 162,669 37,023 481,613 ================================ ================================ ================================ ================================ ================================ ================================

Net Book Value At 31 Aug 2009 121,295 71,296 10,579 122,541 28,279 353,990 ================================ ================================ ================================ ================================ ================================ ================================

At 31 Aug 2008 184,089 59,662 16,665 25,063 38,948 324,427 ================================ ================================ ================================ ================================ ================================ ================================

Company Computer equipment

Office equipment Websites Total

£ £ £ £ Cost

At 1st September 2008 18,082 1,899 77,059 97,040 Additions – – 2,500 2,500 Disposals (18,082) (1,899) (79,559) (99,540) -------------------------------- -------------------------------- -------------------------------- --------------------------------

At 31st August 2009 – – – – ================================ ================================ ================================ ================================

Depreciation At 1st September 2008 16,665 1,899 23,360 41,924 Charge for the year 354 – 14,461 14,815 On disposals (17,019) (1,899) (37,821) (56,739) -------------------------------- -------------------------------- -------------------------------- --------------------------------

At 31st August 2009 – – – – ================================ ================================ ================================ ================================

Net Book Value At 31st August 2009 – – – – ================================ ================================ ================================ ================================

At 31st August 2008 1,417 – 53,699 55,116 ================================ ================================ ================================ ================================




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15. Investments

Group Participating interests

Unlisted investments Total

£ £ £

Cost Additions 5,000 21,189 26,189 -------------------------------- -------------------------------- --------------------------------

At 31st August 2009 5,000 21,189 26,189 ================================ ================================ ================================

Impairment Impaired in the year 5,000 11,750 16,750 -------------------------------- -------------------------------- --------------------------------

At 31st August 2009 5,000 11,750 16,750 ================================ ================================ ================================

Net Book Value At 31st August 2009 - 9,439 9,439 ================================ ================================ ================================

At 31st August 2008 - - - ================================ ================================ ================================

All of the group's subsidiaries have been included in the consolidated results. The subsidiaries are as follows:-

Country of incorporation Holding

Proportion of voting rights and

shares held Nature of business

Rivington Street Media Ltd England

Ordinary shares 100%

Intermediate holding company

t1ps.com Ltd England


Subscription based financial websites

Bishopsgate Communications Ltd England

Ordinary shares 100% Financial public relations

Rivington Street Corporate Finance Ltd England


Corporate finance arrangers

Sharecrazy.com Ltd England


Share information and trading

t1ps Investment Management Ltd England

Ordinary shares 100% Fund management

Oilbarrel.com Ltd England


Corporate internet services

Pathway One Plc England

Ordinary shares 76% Investment company

JP Jenkins Ltd England

Ordinary shares 100% Non-trading

The Square Mile Bookstore Ltd England


Brokerhorse Ltd England





15. Investments (continued)

- 24 -

Company Group companies

Participating interests

Unlisted investments Total

£ £ £ £ Cost

At 1st September 2008 42,000 5,000 9,439 56,439 Additions 883,290 - - 883,290 -------------------------------- -------------------------------- -------------------------------- --------------------------------

At 31st August 2009 925,290 5,000 9,439 939,729 ================================ ================================ ================================ ================================

Impairment Impaired in the year - 5,000 - 5,000 -------------------------------- -------------------------------- -------------------------------- --------------------------------

At 31st August 2009 - 5,000 - 5,000 ================================ ================================ ================================ ================================

Net Book Value At 31st August 2009 925,290 - 9,439 934,729 ================================ ================================ ================================ ================================

At 31st August 2008 42,000 5,000 9,439 56,439 ================================ ================================ ================================ ================================

Significant acquisitions

On 28th November 2008 Rivington Street Holdings plc (formerly Commodity Watch plc) became the legal parent company of Rivington Street Media Limited (formerly Rivington Street Holdings Limited) for a consideration of 24,384,360 ordinary shares of 1p each. This transaction has been treated as a reverse acquisition for accounting purposes.

Analysis of the reverse acquisition of Rivington Street Holdings plc:

For the purpose of calculating goodwill on the reverse acquisition, the fair value of the consideration is £2,207,225 reflecting the fair value of 5,193,470 ordinary shares acquired having a market value of 42.5p at the date of acquisition. Goodwill arising on the reverse acquisition of £1,758,558 has been capitalised and will be amortised over 10 years.

Fair value and book

value £ Cash 605,194 Tangible fixed assets 50,998 Fixed asset investments 56,439 Debtors 130,884 Creditors (394,848) --------------------------------

448,667 ================================

Goodwill 1,758,558 ==========================================

Satisfied by: Fair value of shares acquired 2,207,225 ==========================================





- 25 -

The summarised profit and loss account of Rivington Street Holdings plc for the period from 1st

September 2008 to the effective date of acquisition is as follows:

Turnover 232,660 ==========================================

Loss before taxation (23,841) Taxation -

------------------------------------------

Loss after taxation (74,266) ==========================================

The company's reported profit after tax for the eight month period ended 31st August 2008 amounted to £29,094.

On 1st December 2008 the group acquired Oilbarrel.com Limited for a consideration of £404,267 satisfied by cash and shares. Goodwill arising on the acquisition of Oilbarrel.com Limited of £456,314 has been capitalised and will be amortised over 10 years. The investment in Oilbarrel.com Limited has been included in the company's balance sheet at its fair value at the date of acquisition.

Analysis of the acquisition of Oilbarrel.com Limited:

Fair value and book

value £ Cash 50,526 Intangible Fixed Assets 21,669 Debtors 61,505 Creditors (185,747) --------------------------------

(52,047) ================================

Goodwill 456,314 ================================

Satisfied by: Cash paid 181,809 Costs of acquisition 13,364 Shares issued 209,094 --------------------------------

404,267 ================================

The summarised profit and loss account of Oilbarrel.com Limited for the period from 1st October 2008 to the effective date of acquisition is as follows:

Turnover 56,799 ================================

Profit before taxation 1,886 Taxation -

--------------------------------

Profit after taxation 1,886 ================================

The company's reported profit after tax for the nine months ended 30th September 2008 amounted to £51,468.

On 9th March 2009 the group acquired J P Jenkins Limited for a consideration of £22,886

satisfied entirely in cash. Goodwill arising on the acquisition of J P Jenkins Limited of £22,885 has been capitalised and will be amortised over 10 years. The investment in J P Jenkins Limited has been included in the company's balance sheet at its fair value at the date of acquisition.





- 26 -

Analysis of the acquisition of J P Jenkins Limited:

Fair value and book

value £ Debtors 1 ================================

Goodwill 22,885 ================================

Satisfied by: Cash paid 16,521 Costs of acquisition 6,365 --------------------------------

22,886 ================================

J P Jenkins Limited remained dormant in the period from 1st September 2008 to the effective date of acquisition and was also dormant in the year to 31st August 2008.

On 6th November 2008 the group acquired a 76% holding in Pathway One plc for a consideration of £45,680 satisfied entirely in cash. Goodwill arising on the acquisition of Pathway One plc of £75,081 has been capitalised and fully amortised in the current year. The investment in Pathway One plc has been included in the company's balance sheet at its fair value at the date of acquisition.

Analysis of the acquisition of Pathway One plc: Fair value

and book value

£ Cash 23,767 Debtors 3,131 Creditors (56,299) --------------------------------

(29,401) ================================

Goodwill 75,081 ================================

Satisfied by: Cash paid 40,000 Costs of acquisition 5,680 --------------------------------

45,680 ================================

The summarised profit and loss account of Pathway One plc for the period from 1st January 2008 to the effective date of acquisition is as follows:

Turnover - Loss before taxation (50,425)

Taxation - --------------------------------

Loss after taxation (50,425) ================================

The company's reported loss after tax for the year ended 31st December 2008 amounted to

£54,369.




- 27 -

16. Debtors

Group Company 2009 2008 2009 2008 £ £ £ £ Trade debtors 526,530 367,964 5,000 200,525 Amounts owed by group undertakings – – 401,609 –

Amounts owed by undertakings in which the company has a participating interest 15,000 – 15,000 15,000 Tax recoverable 16,515 16,515 – – VAT recoverable – – 3,079 4,837 Other debtors 86,005 62,193 19,974 – Prepayments and accrued income 224,994 87,905 – 2,464 -------------------------------- -------------------------------- -------------------------------- --------------------------------

869,044 534,577 444,662 222,826 ================================ ================================ ================================ ================================

17. Investments

Group Company 2009 2008 2009 2008 £ £ £ £ Other investments 647,991 432,942 2,644 – ================================ ================================ ================================ ================================

All investments are listed and are revalued to be included at current cost. As these are listed investments there is no difference between current cost and market value.

The movement in group investments during the year includes additions at cost of £456,083 less disposals at cost of £117,239 and a decrease on revaluation of £123,795. The movement in the company's investments relates only to additions during the year.

18. Creditors: Amounts Falling due Within One Year

Group Company 2009 2008 2009 2008 £ £ £ £ Trade creditors 228,795 146,757 37,923 40,518 Amounts owed to group undertakings – – 416,717 –

Other creditors including taxation: Corporation tax 193,846 282,276 6,953 39,979 Other taxes and social security 155,742 188,268 – 8,280 Other creditors 26,357 41,938 130 9,652 Accruals and deferred income 920,527 562,639 42,838 438,772 ------------------------------------------ ------------------------------------------ -------------------------------- --------------------------------

1,525,267 1,221,878 504,561 537,201 ========================================== ========================================== ================================ ================================

Deferred income includes an amount of £795,245 in respect of non-refundable income (2008 - £389,964).

Bank borrowings of up to £85,000 (2008 - £225,000) are secured against subsidiary assets.




- 28 -

19. Creditors: Amounts Falling due after More than One Year

Group Company 2009 2008 2009 2008 £ £ £ £ Shares classed as financial liabilities 50,000 – – – ================================ ================================ ================================ ================================

Shares classed as financial liabilities are 50,000 redeemable cumulative convertible preference shares of £1 each issued by Oilbarrel.com Limited. These shares are entitled to a preference dividend of 2% above Bank of Scotland base rate, payable only from distributable profits. As no such profits have arisen, no such dividends have been paid to date. However, when these reserves become available, the full accumulated dividend, which has been accrued in the financial statements, will become payable.

The preference shares are convertible into an equivalent number of Oilbarrel.com Limited ordinary 10p shares at a premium of 90p or redeemable from distributable profits at any time after a resolution authorising such a conversion is passed by a majority of the holders of those shares.

20. Deferred Taxation

The movement in the deferred taxation provision during the year was:

Group Company 2009 2008 2009 2008 £ £ £ £ Provision brought forward 240 - 6,903 - (Decrease)/Increase in provision (5,892) 240 (6,903) 6,903 Provision acquired in the year 6,903 - - - -------------------------------- -------------------------------- -------------------------------- --------------------------------

Provision carried forward 1,251 240 - 6,903 ================================ ================================ ================================ ================================

The group's provision for deferred taxation consists of the tax effect of timing differences in respect of:

Group 2009 2008 Provided Unprovided Provided Unprovided £ £ £ £ Excess of taxation allowances over depreciation on fixed assets 1,251 11,159 240 102 Tax losses available - (37,129) - (70,074) -------------------------------- -------------------------------- -------------------------------- --------------------------------

1,251 (25,970) 240 (69,972) ================================ ================================ ================================ ================================

The company's provision for deferred taxation consists of the tax effect of timing differences in respect of:

Company 2009 2008 Provided Unprovided Provided Unprovided £ £ £ £ Excess of taxation allowances over depreciation on fixed assets - - 6,903 - ================================ ================================ ================================ ================================




- 29 -

21. Share-Based Payments

Equity-settled share-based payments

2009 2008 WAEP WAEP No £ No £

Outstanding at the beginning of the year 11,420,925 0.04 1,202,325 0.43 Granted during the year 1,037,496 0.39 10,722,075 0.04 Forfeited during the year (178,500) 0.04 (503,475) 0.04 Exercised during the year (937,797) 0.06 – – ------------------------------------------------------------ ------------------------------------------------------------

Outstanding at the end of the year 11,342,124 0.04 11,420,925 0.04 ============================================================ ================================ =========================================================== ================================

Exercisable at the end of the year 547,940 0.09 803,220 0.09 ============================================================ ================================ =========================================================== ================================

The weighted average share price at the date of exercise for share options exercised during the year was £0.38.

The group has a share option scheme for 36 employees (including directors). Options are exercisable at a price equal to the average market price of the company's shares on the date of grant. The vesting period is 2 years and the options are settled in equity once exercised.

If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the employee leaves the group before the options vest.

The share options outstanding at the end of the year have a weighted average remaining contractual life of 8.68 years (2008 - 9.65 years) and have the following exercise prices:

Expiry date

Exercise price 2009 2008

£ No No 3rd July 2016 0.15 245,070 380,070 30th July 2016 0.04 132,452 423,150 30th April 2017 0.04 170,418 190,155 30th September 2017 0.04 88,830 98,805 12th May 2018 0.04 7,751,293 8,263,605 30th May 2018 0.04 1,916,565 2,065,140 13th October 2018 0.04 241,500 – 26th November 2018 0.50 795,996 – ---------------------------------------------- ----------------------------------------------

11,342,124 11,420,925 ============================================== ==============================================

The group recognised total expenses of £88,442 (2008 - £33,323) related to equity-settled share-based payment transactions during the year.

The fair value of the options has been calculated using the Black Scholes methodology, adjusted for expected dividend yield, a risk free interest rate and expected volatility.

Expected volatility was calculated as the average of annualised standard deviations of daily continuously compounded returns on the company's shares, calculated back from the date of the grant. The expected life used in the model has been adjusted, based on the management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.




21. Share-Based Payments (continued)

- 30 -

On 15th August 2007 Loeb Aron & Co were granted an arranger warrant to acquire 122,000 ordinary shares in the Rivington Street Holdings Plc at a price of 90 pence per share. This warrant expires on 16th April 2012.

22. Financial Risk Management Objectives and Policies

The group uses financial instruments other than derivatives, comprising cash liquid resources and various items such as debtors, creditors and other items that arise directly from its operations. The main purpose of these financial instruments is to finance in the group's operations.

The main risks arising from the group's financial instruments are interest rate risk, credit risk, liquidity risk and market price risk. The directors review and agree policies for managing these risks and these are summarised below.

Short term debtors and creditors have been excluded from the following disclosures.

Interest rate risk

The group finances its operations through equity financing to alleviate the interest rate risk. The interest rate exposure of the financial assets of the group as at 31st August 2009 relates wholly to floating interest rates in respect of cash at bank and is held in the following currencies.

2009 2008 £ £

Sterling - Cash at bank 881,747 670,664 ================================ ================================

Credit risk

The group monitors credit risk closely and considers that its current policies of credit checks meets its objectives of managing exposure to credit risk.

The group has no significant concentrations of credit risk. Amounts shown in the balance sheet best represent the maximum credit risk exposure in the event other parties fail to perform their obligations under financial instruments.

Liquidity risk

Liquidity risk is the risk of an entity encountering difficulty in raising funds to meet commitments associated with financial instruments. Liquidity risk may result from an inability to sell a financial asset quickly at close to its fair value.

Prudent liquidity risk management implies maintaining sufficient cash. The group monitors and maintains a level of bank balances deemed adequate to finance the group's operations.

Market Price Risk

The group is subject to market risk on its 'available for sale' financial assets. The group spreads its market risk by investing in a diverse portfolio.




- 31 -

23. Commitments under Operating Leases

At 31st August 2009 the group had annual commitments under non-cancellable operating leases as set out below.

Group 2009 2008 Land and

buildings Other items Land and buildings Other items

£ £ £ £

Operating leases which expire:

Within 1 year - 1,403 - - Within 2 to 5 years 96,000 - 96,000 4,123 -------------------------------- -------------------------------- -------------------------------- --------------------------------

96,000 1,403 96,000 4,123 ================================ ================================ ================================ ================================

24. Related Party Transactions

There are no transactions or balances with related parties required to be disclosed under Financial Reporting Standard 8.

Controlling party

In the opinion of the directors there is no ultimate controlling party.

25. Share Capital

Authorised share capital:

2009 2008 £ £ 100,000,000 (2008 - 500,000) Ordinary shares of £0.01 each 1,000,000 5,000 ======================================================== =====================================

Allotted and called up:

2009 2008 No £ No £ 31,649,284 Ordinary shares (2008 - 232,232) of £0.01 each 31,649,284 316,492 232,232 2,322 ============================================== ======================================================== ================================ =====================================




25. Share Capital (continued)

- 32 -

The share capital in the group balance sheet at 31st August 2008 reflected that of Rivington Street Media Limited prior to the reverse acquisition. This represented 232,232 called up and fully paid ordinary shares of 1p each.

The company issued 24,384,361 ordinary shares of 1p each on 28th November 2008 at par in respect of the reverse acquisition of Rivington Street Holdings plc.

The company issued 420,253 ordinary shares of 1p each on 1st December 2008 at an average price of 49.7p per share on the acquisition of Oilbarrel.com Limited.

The company issued 518,130 ordinary shares of 1p each on 6th May 2009 at 30.0p per share in part satisfaction of the deferred consideration due on the acquisition of Rivington Street Corporate Finance Limited.

The company issued 339,758 ordinary shares of 1p each on 6th May 2009 at 30.5p per share in further part satisfaction of the deferred consideration due on the acquisition of Rivington Street Corporate Finance Limited.

The company issued 937,797 ordinary shares of 1p each at various dates throughout the year at an average price of 5.4p in respect of employee share options exercised.

The company cancelled 144,483 ordinary shares of 1p each during the year through open market purchases, representing 0.45% of the issued share capital. The aggregate consideration paid was £49,975.

26. Share Premium Account

Group Company 2009 2008 2009 2008 £ £ £ £ Balance brought forward 329,582 169,995 169,394 9,807 Premium on shares issued in the year 496,263 159,587 496,263 159,587 Reverse acquisition adjustment (160,188) – – – -------------------------------- -------------------------------- -------------------------------- --------------------------------

Balance carried forward 665,657 329,582 665,657 169,394 ================================ ================================ ================================ ================================

27. Investments Revaluation Reserve

Group Company 2009 2008 2009 2008 £ £ £ £ Balance brought forward 72,794 – – – (Loss)/Gain arising on current asset investments (123,794) 72,794 – – -------------------------------- -------------------------------- -------------------------------- --------------------------------

Balance carried forward (51,000) 72,794 – – ================================ ================================ ================================ ================================




- 33 -

28. Share Options Reserve

Group Company 2009 2008 2009 2008 £ £ £ £ Balance brought forward as previously reported – – 40,633 40,633 Prior year adjustment (see note 12) 30,552 – – – -------------------------------- -------------------------------- -------------------------------- --------------------------------

Balance brought forward restated 30,552 – 40,633 40,633 Recognition of equity-settled share-based payments in the year 101,757 33,323 14,246 – Exercise of options during the year (13,315) – (1,864) – Forfeiture of share options in the year (2,307) (2,771) (323) – -------------------------------- -------------------------------- -------------------------------- --------------------------------

Balance carried forward 116,687 30,552 52,692 40,633 ================================ ================================ ================================ ================================

29. Other Reserves

Group Company 2009 2008 2009 2008 £ £ £ £ Capital redemption reserve: Purchase of own shares 1,444 – 1,444 – ================================ ================================ ================================ ================================

Group Company 2009 2008 2009 2008 £ £ £ £ Merger reserve: Balance brought forward 147,144 147,144 – – ================================ ================================ ================================ ================================

Group Company 2009 2008 2009 2008 £ £ £ £ Shares to be issued: Balance brought forward 518,130 155,439 – – (Decrease)/Increase in the period (414,504) 362,691 103,626 – -------------------------------- -------------------------------- -------------------------------- --------------------------------

103,626 518,130 103,626 – ================================ ================================ ================================ ================================

Group Company 2009 2008 2009 2008 £ £ £ £ Reverse acquisition reserve: Increase in the period 1,896,111 – – – ========================================== ================================ ================================ ================================




- 34 -

30. Group Profit and Loss Account

2009 2008 £ £ Balance brought forward as previously reported 797,577 388,755 Prior year adjustment (see note 12) (30,552) – -------------------------------- --------------------------------

Balance brought forward restated 767,025 388,755 Profit for the financial year 239,081 567,722 Equity dividends – (51,883) Purchase of own shares (49,974) – Distribution via share issue – (140,340) Forfeiture of share options in the year 2,307 2,771 -------------------------------- --------------------------------

Balance carried forward 958,439 767,025 ================================ ================================

31. Company Profit and Loss Account

2009 2008 £ £ Balance brought forward 210,545 259,353 Profit for the financial year 9,640 29,094 Equity dividends – (77,902) Purchase of own shares (49,974) – Forfeiture of share options in the year 323 – -------------------------------- --------------------------------

Balance carried forward 170,534 210,545 ================================ ================================




- 35 -

32. Reconciliation of Movements in Shareholders' Funds

2009 2008 £ £ £ £ Profit for the financial year 239,081 567,722 New equity share capital subscribed 315,615 400 Premium on new share capital subscribed 336,075 159,587 Less capitalised from reserves – (140,340) -------------------------------- --------------------------------

651,690 19,647 Purchase of own ordinary shares (1,444) – Premium on purchase of own ordinary shares (48,530) – Equity dividends – (51,883) -------------------------------- --------------------------------

(49,974) (51,883) Increase in reverse acquisition reserve 1,896,111 – (Decrease)/increase in shares to be issued reserve (414,504) 362,691 Recognition of equity-settled share-based payments in the year 101,757 33,323 Exercise of options during the year (13,315) – (Loss)/Gain arising on current asset investments (123,794) 72,794 ------------------------------------------ ------------------------------------------

Net addition to shareholders' funds 2,287,052 1,004,294 Opening shareholders' funds 1,867,549 863,255 ------------------------------------------ ------------------------------------------

Closing shareholders' funds 4,154,601 1,867,549 ========================================== ==========================================

Company Reconciliation of Movements in Shareholders' Funds

2009 2008 £ £ Profit for the financial year 9,640 29,094 New equity share capital subscribed 266,002 – Premium on new share capital subscribed 496,263 – Equity dividends – (77,902) Purchase of own shares (49,974) – Increase in shares to be issued reserve 103,626 – Recognition of equity-settled share based payments in the year 14,246 – Exercise of options during the year (1,864) – -------------------------------- --------------------------------

Net addition/(reduction) to shareholders' funds 837,939 (48,808) Opening shareholders' funds (as originally stated) 472,507 527,434 Prior year adjustment – (6,119) ------------------------------------------ --------------------------------

Closing shareholders' funds 1,310,446 472,507 ========================================== ================================




- 36 -

33. Notes to the Cash Flow Statement

Reconciliation of Operating Profit to Net Cash Inflow from Operating Activities

2009 2008 £ £ Operating profit 296,088 850,557 Amortisation 352,186 102,838 Depreciation 171,138 147,265 Loss/(Profit) on disposal of fixed assets 16,750 (165) Increase in debtors (213,318) (47,478) Decrease in creditors (200,780) (143,495) Equity-settled share-based payments 88,442 33,323 Other non-cash movement – 19,647 Profit on disposal of current asset investments (63,472) – -------------------------------- --------------------------------

Net cash inflow from operating activities 447,034 962,492 ================================ ================================

Returns on Investments and Servicing of Finance

2009 2008 £ £ Interest received 8,776 9,229 Interest paid (3,004) (8,226) Interest element of hire purchase and finance lease – (3,142) -------------------------------- --------------------------------

Net cash inflow/(outflow) from returns on investments and servicing of finance 5,772 (2,139) ================================ ================================

Taxation

2009 2008 £ £ Taxation (167,954) (72,691) ================================ ================================

Capital Expenditure and Financial Investment

2009 2008 £ £ Payments to acquire tangible fixed assets (150,767) (82,456) Receipts from sale of fixed assets 1,063 1,319 Acquisition of fixed asset investments (11,750) – Disposal of current asset investments 180,710 – Payment to acquire current asset investments (456,082) (148799) -------------------------------- --------------------------------

Net cash outflow for capital expenditure and financial investment (436,826) (229,936) ================================ ================================




33. Notes to the Cash Flow Statement (continued)

- 37 -

Acquisitions and Disposals

2009 2008 £ £ Cash paid to acquire subsidiaries (324,224) – Net cash acquired with subsidiary 686,992 – -------------------------------- --------------------------------

Net cash inflow from acquisitions and disposals 362,768 – ================================ ================================

Financing

2009 2008 £ £ Issue of equity share capital 9,378 – Share premium on issue of equity share capital 40,885 – Purchase of own equity shares (1,444) – Premium on purchase of own equity shares (48,530) – Repayment of bank loans – (55,983) Capital element of hire purchase and finance lease – (42,058) -------------------------------- --------------------------------

Net cash inflow/(outflow) from financing 289 (98,041) ================================ ================================

Reconciliation of Net Cash Flow to Movement in Net Funds

2009 2008 £ £ £ £ Increase in cash in the period 211,083 507,802

Net cash outflow from bank loans – 55,983 Cash outflow in respect of hire purchase and finance lease – 42,058 -------------------------------- --------------------------------

Change in net funds resulting from cash flows 211,083 605,843 Debt acquired in the year (50,000) – -------------------------------- --------------------------------

Movement in net funds in the period 161,083 605,843 ================================ ================================

Net funds at 1 September 2008 670,664 64,821 -------------------------------- --------------------------------

Net funds at 31 August 2009 831,747 670,664 ================================ ================================

Analysis of Changes in Net Funds At

1 Sep 2008 Cash flows Other

changes At

31 Aug 2009 £ £ £ £

Net cash: Cash in hand and at bank 670,664 211,083 – 881,747 -------------------------------- -------------------------------- -------------------------------- --------------------------------

Debt: Debt due after 1 year – – (50,000) (50,000) -------------------------------- -------------------------------- -------------------------------- --------------------------------

-------------------------------- -------------------------------- -------------------------------- --------------------------------

Net funds 670,664 211,083 (50,000) 831,747 ================================ ================================ ================================ ================================




33. Notes to the Cash Flow Statement (continued)

- 38 -

Acquired entities cash flows Entities acquired during the year reduced the group's net operating cash flows by £91,891,

received £7,747 in respect of net returns on investments and the servicing of finance, paid £40,093 in respect of taxation, received a net £38,720 in respect of capital expenditure and financial investment and utilised £49,975 in respect of financing.

Non cash transactions

Additions to goodwill on consolidation includes an amount of £1,758,558 (2008 - £Nil) in respect of the consideration due on the acquisition of Rivington Street Holdings plc satisfied in full by the issue of new equity shares.

Additions to goodwill on consolidation includes an amount of £209,094 (2008 - £Nil) in respect of the part of the consideration due on the acquisition of Oilbarrel.com Limited satisfied by the issue of new equity shares.

Additions to goodwill on consolidation includes a decrease of £155,439 (2008 - increase £362,691) in the deferred consideration due on the acquisition of Rivington Street Corporate Finance Limited to be satisfied in full by the issue of new equity shares.

Current asset investments include an amount of £123,794 in respect of unrealised losses arising on revaluation (2008 - gain £72,794).

Documents

Company Registration Number (England & Wales) …library.isdx.com/infostore/Company-Accounts/RivingtonStreet/riving... · Company Registration Number (England & Wales) 2258507 Rivington