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Registered number: 01078103









THE GROVE MEDIA LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
THE GROVE MEDIA LIMITED
 
 
COMPANY INFORMATION


Directors
C L Deering 
D M Price 
P G Smith 
S L Jung 
A Pruteanu 




Registered number
01078103



Registered office
Unit 5.29
Grand Union Studios

332 Ladbroke Grove

London

W10 5AD




Independent auditors
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors

3 Brook Business Centre

Cowley Mill Road

Uxbridge

Middlesex

UB8 2FX





 
THE GROVE MEDIA LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 9
Statement of comprehensive income
10
Statement of financial position
11
Statement of changes in equity
12 - 13
Notes to the financial statements
14 - 26


 
THE GROVE MEDIA LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their Strategic report for the year ended 31 December 2023.
 
Business review
The results for the year ended 31 December 2023 are shown in the financial statements below.
The company is pleased to report an operating profit before interest and tax of £813,129 
(2022 - £1,041,719) and a gross profit of £2,759,401 (2022 - £3,047,381) on sales of £25,950,398 (2022 - £29,392,506) which represents a gross profit margin of 10.6% (2022 - 10.3%).
Net assets as at 31 December 2023 decreased to £2,350,046 
(2022 - £2,401,436).
                                                                   
       2023           2022
Operating profit before interest and tax      £813,129  £1,041,719        
Depreciation                                                       £14,779  £16,628                   
EBITDA                                                £827,908  £1,058,347        
Key preformance indicators
Gross profit margin                                            10.6%   10.3%                
Debtor days                                                       39 days  49 days              
Current ratio                                                     1.52   1.45                    
Early indications show that the actual first quarter’s trading and profits in 2024 are good and the directors are confident on the outlook for the rest of 2024 and beyond.
Strategic management
As a result of the COVID-19 pandemic, the environmental impact and changes to working practises generally, the business has continued its trajectory of ensuring all its functions and processes are paperless. The business continues to offer more agile, flexible working, hybrid arrangements, which is both in keeping with some of our core company values of being proactive, adaptable and friendly and also to meet the rising demands of the ‘new normal’, post-Covid world.
The business continues to work very closely with all our clients and external stakeholders, cementing relationships which is a crucial element of any successful business, especially with the inflationary pressures that exist in the economy.
The business has continued with its PR strategy, highlighting our positioning in the market and the media effectiveness of our campaign planning which has helped raise our agency’s profile amongst our peers and the wider business community. This has resulted in further thought piece articles being published, requests to form part of expert panels and being nominated for industry awards.
Corporate Social Responsibility (CSR), Sustainability and B-Corp Accreditation
The company has always strived to position itself as socially responsible, transparent and accountable to itself , its stakeholders, and the general public. Throughout the year the directors are pleased to report that a number of key policies, initiatives and accreditations have been formally adopted throughout the agency, which will continue to help us achieve our overall CSR goal of being a Net-Zero, B-Corp accredited agency.
Future developments
The company will continue to seek out opportunities for growth and will continue to provide our clients with the high levels of expertise and creative planning that helps them to flourish From time to time there are occasions where the agency has parted ways with long standing clients, whom we have helped to successfully grow, as to
Page 1

 
THE GROVE MEDIA LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

continue the relationship would not be mutually beneficial. The agency must report one such event, post this reporting period, which will impact the agency’s short term performance moving forward. We have, therefore, implemented adequate restructuring plans to mitigate the effects of the loss of turnover and income on the business and ensure the agency’s going concern is maintained into the immediate future and beyond.
B-Corp Accreditation
Our recent B-Corp Impact Assessment (BIA) has highlighted that we are over the 80-point threshold needed to apply and attain the B-Corp accreditation.
The directors are pleased to report that the progress, policies and strategies adopted over the last 18 months has meant that we are now in a position to apply for B-Corp status, which we hope to achieve by the end of the year. This will put the company in a strong strategic position for growth and continued success.
 

Market risk

Market risk encompasses two types of risk, being currency risk and interest rate risk. The company does not ordinarily enter into derivative transactions such as currency or interest rate swaps, as the directors consider the interest rate risk is adequately managed without the use of such instruments. Also, the foreign currency risk exposure is minimal since the number of foreign transactions is limited. However, the directors will continue to monitor these risks and the appropriateness of such instruments.

Credit risk
 
The company's principal financial assets are cash and trade debtors. The credit risk associated with cash and trade debtors is limited as the counterparties have high credit ratings. Although trade debtors are transferred to Royal Bank of Scotland through an invoice discounting agreement, credit risk arises since the bad debt risk remains with the company. Therefore, to reduce the risk, the company holds insurance against the majority of trade debtors.
In order to manage credit risk, management sets limits for customers based on a combination of payment history, third party credit references and insured levels of cover. Credit limits are reviewed on a regular basis in conjunction with debt ageing and collection history.
Liquidity risk
The company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
Short-term flexibility is achieved by credit facilities and an invoice discounting facility.


This report was approved by the board on 5 August 2024 and signed on its behalf.



D M Price
Director

Page 2

 
THE GROVE MEDIA LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Going concern

The directors note that the company is trading adequately and has sufficient working capital and other finance available to continue trading for a period of not less than 12 months from the date of approval of these financial statements. As such, the directors believe that there are no significant uncertainties in their assessment of whether the business is a going concern and therefore have prepared the accounts on a going concern basis.

Results and dividends

The profit for the year, after taxation, amounted to £615,103 (2022 - £813,335).
Dividends paid in the year amounted to £666,493 (2022 - £820,431).

Directors

The directors who served during the year were:

C L Deering 
D M Price 
P G Smith 
S P Guthrie (resigned 9 January 2024)
S L Jung 
A Pruteanu 

Page 3

 
THE GROVE MEDIA LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Matters covered in the Strategic report

The company has chosen in accordance with section 414C of the Companies Act 2006, to set out the following information which would otherwise be required to be contained within the Directors' report within the Strategic report: likely financial risk management objective and policies, and future developments in the business.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There are no subsequent events to disclose or that require adjustments to the financial statements.

Auditors

The auditorsBarnes Roffe LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 5 August 2024 and signed on its behalf.
 





D M Price
Director

Page 4

 
THE GROVE MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE GROVE MEDIA LIMITED
 

Opinion


We have audited the financial statements of The Grove Media Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its 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.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard 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.


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.


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 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.


Page 5

 
THE GROVE MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE GROVE MEDIA LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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 this gives rise to 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.


Opinion 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 the 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 Company and its 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 in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the 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.


Page 6

 
THE GROVE MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE GROVE MEDIA LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so.
Auditors' 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 Auditors' 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with law and regulations, was as follows: 
 
The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
We identified the laws and regulations applicable to the company through discussion with directors and          other management, and from our commercial knowledge and experience of the relevant sector;
The specific laws and regulations which we considered may have a direct material effect on the financial         statements or the operations of the company, are as follows: 
i) Companies Act 2006.
ii) FRS 102.
iii) Tax legislation.
iv) Employment legislation.
 
We assessed the extent of compliance with the laws and regulations identified above through making           enquiries of management and reviewing supporting evidence where applicable; and
Laws and regulations were communicated within the audit team at the planning meeting, and during the          audit as any further laws and regulation were identified. The audit team remained alert to instances of non-compliance throughout the audit.
Page 7

 
THE GROVE MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE GROVE MEDIA LIMITED (CONTINUED)


 

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur by:

Making enquiries of management as to where they consider there was susceptibility to fraud and their            knowledge of actual suspected and alleged fraud; 
Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and            regulations;
Reviewing the financial statements and testing the disclosures against supporting documentation;
Performing analytical procedures to identify any unusual or unexpected trends or anomalies;
Inspecting and testing journal entries to identify unusual or unexpected transactions;
Assessing whether judgement and assumptions made in determining significant accounting estimates            were indicative of management bias; and
Investigating the rationale behind significant transactions, or transactions that are unusual or outside the           company's usual course of the business.
 
The areas that we identified as being susceptible to misstatement through fraud were:
 
Management bias in the estimates and judgements made;
Management override of controls; and 
Posting of unusual journals or transactions.
 
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
 


Page 8

 
THE GROVE MEDIA LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE GROVE MEDIA LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.





Elliot S J Arwas (Senior statutory auditor)
for and on behalf of
Barnes Roffe LLP
Chartered Accountants & Statutory Auditors
3 Brook Business Centre
Cowley Mill Road
Uxbridge
Middlesex
UB8 2FX

 
Date: 
6 August 2024
Page 9

 
THE GROVE MEDIA LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
25,950,398
29,392,506

Cost of sales
  
(23,190,997)
(26,345,125)

Gross profit
  
2,759,401
3,047,381

Distribution costs
  
(119,240)
(161,775)

Administrative expenses
  
(1,827,032)
(1,843,887)

Operating profit
 5 
813,129
1,041,719

Interest receivable and similar income
 9 
10,308
5,395

Interest payable and similar expenses
 10 
(10,377)
(20,461)

Profit before tax
  
813,060
1,026,653

Tax on profit
 11 
(197,957)
(213,318)

Profit for the financial year
  
615,103
813,335

Total comprehensive income for the year
  
615,103
813,335

The notes on pages 14 to 26 form part of these financial statements.

Page 10

 
THE GROVE MEDIA LIMITED
REGISTERED NUMBER: 01078103

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023

2022
Note
£
£
£
£

Fixed assets
  

Intangible assets
 13 
680
680

Tangible assets
 14 
33,809
23,022

  
34,489
23,702

Current assets
  

Debtors: amounts falling due within one year
 15 
5,743,609
7,299,619

Cash at bank and in hand
 16 
1,121,874
315,783

  
6,865,483
7,615,402

Creditors: amounts falling due within one year
 17 
(4,549,926)
(5,237,668)

Net current assets
  
 
 
2,315,557
 
 
2,377,734

Total assets less current liabilities
  
2,350,046
2,401,436

  

Net assets
  
2,350,046
2,401,436


Capital and reserves
  

Called up share capital 
 19 
37,060
37,060

Share premium account
 20 
72,402
72,402

Capital redemption reserve
 20 
78,927
78,927

Profit and loss account
 20 
2,161,657
2,213,047

  
2,350,046
2,401,436


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 5 August 2024.




D M Price
Director

The notes on pages 14 to 26 form part of these financial statements.

Page 11

 
THE GROVE MEDIA LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2023
37,060
72,402
78,927
2,213,047
2,401,436


Comprehensive income for the year

Profit for the year
-
-
-
615,103
615,103
Total comprehensive income for the year
-
-
-
615,103
615,103


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(666,493)
(666,493)


Total transactions with owners
-
-
-
(666,493)
(666,493)


At 31 December 2023
37,060
72,402
78,927
2,161,657
2,350,046


The notes on pages 14 to 26 form part of these financial statements.

Page 12

 
THE GROVE MEDIA LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 January 2022
37,060
72,402
78,927
2,220,143
2,408,532


Comprehensive income for the year

Profit for the year
-
-
-
813,335
813,335
Total comprehensive income for the year
-
-
-
813,335
813,335


Contributions by and distributions to owners

Dividends: Equity capital
-
-
-
(820,431)
(820,431)


Total transactions with owners
-
-
-
(820,431)
(820,431)


At 31 December 2022
37,060
72,402
78,927
2,213,047
2,401,436


The notes on pages 14 to 26 form part of these financial statements.

Page 13

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

The Grove Media Limited is a company limited by shares, incorporated in England and Wales. The address of the registered office is Unit 5.29, Grand Union Studios, 332 Ladbroke Grove, London, W10 5AD.
The principal activity of the company is that of an independent advertising media service.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors note that the company is trading adequately and has sufficient working capital and other finance available to continue trading for a period of not less than 12 months from the date of approval of these financial statements. As such, the directors believe that there are no significant uncertainties in their assessment of whether the business is a going concern and therefore have prepared the accounts on a going concern basis.

 
2.3

Financial reporting standard 102 - disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;  
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.48(b) and 11.48(c);    
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of TCS Media Group Limited as at 31 December 2023 and these financial statements may be obtained from Studio 5.29, Grand Union Studios, 332 Ladbroke Grove, London, W10 5AD

 
2.4

Turnover

Turnover represents gross media sales, excluding Value Added Tax. Billings relating to advertising space and media/campaign planning are recognised by reference to the date on which the services were rendered.
If, unusually, the outcome of a transaction cannot be measured reliably, only that element which is known to be recoverable is recognised as turnover.

Page 14

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, Straight line and reducing balance method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
20% reducing balance
Computer equipment
-
33% straight line

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

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.

 
2.6

Debtors

Debtors are measured at transaction price, less any impairment.

 
2.7

Cash and cash equivalents

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

 
2.8

Creditors

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

 
2.9

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Statement of comprehensive income on a straight-line basis over the lease term.

Page 15

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.10

Foreign currency translation

Functional and presentation currency
The Company's functional and presentation currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each year end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.11

Pensions

Defined contribution pension plan

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

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

 
2.12

Interest income

Interest income is recognised in the Statement of comprehensive income using the effective interest method.

 
2.13

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to the Statement of comprehensive income.

Page 16

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

  
2.15

Invoice discounting

The company has an invoice discounting agreement over its trade debts. The accounting policy is to:
• Include trade debtors with recourse within trade debtors due within one year;
• If at year end, drawn down account is in a debit position with the facility provider it is included as cash and cash equivalents. If however, it is in a credit position it is included within other creditors due within one year; and
• charge invoice discounting fees and interest to the Statement of comprehensive income when incurred.

 
2.16

Finance costs

Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

 
2.17

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 17

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future could differ from such estimates.
The directors do not consider there to be any critical accounting judgements in preparing the Company's financial statements.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Media sales
25,950,398
29,392,506

25,950,398
29,392,506


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
25,950,398
29,392,506

25,950,398
29,392,506



5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Depreciation of tangible fixed assets
14,779
16,628

Defined contribution pension cost
142,849
223,955

Other operating lease rentals
36,265
26,579


6.


Auditors' remuneration

2023
2022
£
£

Audit of the financial statements
12,340
11,750

Page 18

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
1,092,807
972,148

Social security costs
120,114
101,291

Cost of defined contribution scheme
142,849
223,955

1,355,770
1,297,394


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Employees and directors
27
26


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
369,612
331,063

Company contributions to defined contribution pension schemes
62,396
156,278

432,008
487,341


During the year retirement benefits were accruing to 6 directors (2022 - 6) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £98,996 
(2022 - £98,430).
The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £8,822 
(2022 - £8,361).


9.


Interest receivable

2023
2022
£
£


Bank interest receivable
10,308
5,395

10,308
5,395

Page 19

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
2,777
18,873

Other loan interest payable
7,600
1,588

10,377
20,461


11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
149,204
204,116


Total current tax
149,204
204,116


Origination and reversal of timing differences
48,753
9,202


Taxation on profit on ordinary activities
197,957
213,318
Page 20

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
813,060
1,026,653


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
191,069
195,064

Effects of:


Expenses not deductible for tax purposes
4,093
15,821

Accelerated capital allowances
(3,961)
(975)

Other timing differences
(42,127)
(4,848)

Deferred tax
48,753
9,202

Difference in tax rate
130
-

Utilisation of losses
-
(946)

Total tax charge for the year
197,957
213,318


Factors that may affect future tax charges

In the March 2021 Budget it was announced that the UK corporation tax rate would increase to 25% from 1 April 2023 for profits over £250,000. There are no other significant factors that may affect future tax charges. 


12.


Dividends

2023
2022
£
£


Dividends
666,493
820,431

666,493
820,431

Page 21

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Intangible assets




Trademarks

£



Cost


At 1 January 2023
680



At 31 December 2023

680






Net book value



At 31 December 2023
680



At 31 December 2022
680




14.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost


At 1 January 2023
13,260
76,048
89,308


Additions
-
25,566
25,566



At 31 December 2023

13,260
101,614
114,874



Depreciation


At 1 January 2023
7,611
58,675
66,286


Charge for the year
1,130
13,649
14,779



At 31 December 2023

8,741
72,324
81,065



Net book value



At 31 December 2023
4,519
29,290
33,809



At 31 December 2022
5,649
17,373
23,022

Page 22

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

2023
2022
£
£


Trade debtors
2,783,656
3,970,737

Amounts owed by group undertakings
2,628,154
2,628,154

Other debtors
32,887
20,632

Prepayments and accrued income
287,590
620,021

Deferred taxation
11,322
60,075

5,743,609
7,299,619


Amounts owed by group undertakings are repayable on demand and interest free.


16.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,121,874
315,783

Less: invoice discounting facility
-
(380,305)

1,121,874
(64,522)



17.


Creditors: Amounts falling due within one year

2023
2022
£
£

Invoice discounting facility
-
380,305

Trade creditors
2,737,239
2,524,292

Amounts owed to group undertakings
8,823
8,823

Corporation tax
151,935
204,355

Other taxation and social security
418,688
599,779

Other creditors
761,428
670,510

Accruals and deferred income
471,813
849,604

4,549,926
5,237,668


Amounts owed to group undertakings are repayable on demand and interest free.
The amounts advanced to the company under the invoice discounting arrangements are secured against the company's trade debtors.

Page 23

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Deferred taxation




2023
2022


£

£






At beginning of year
60,075
69,277


Charged to the Statement of comprehensive income
(48,753)
(9,202)



At end of year
11,322
60,075

The deferred tax asset is made up as follows:

2023
2022
£
£


Decelerated capital allowances
6,461
10,398

Short term timing differences
4,861
49,677

11,322
60,075


19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000 Ordinary A shares of £1 each
1,000
1,000
36,060 Ordinary B shares of £1 each
36,060
36,060

37,060

37,060


The 'A' Ordinary shares carry no entitlement to dividends. Holders of 'A' Ordinary shares have one vote for every share.
The 'B' Ordinary shares carry an entitlement to dividends set at the directors' discretion. Holders of 'B' ordinary shares have no voting rights.
In all other respects the 'A' Ordinary shares rank pari passu with the 'B' Ordinary shares.


Page 24

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares issued, less transaction costs.

Capital redemption reserve

This reserve records the nominal value of shares repurchased by the company and cancelled.

Profit and loss account

This reserve records retained earnings and accumulated losses.


21.


Pension commitments

The company operates a defined contributions pension scheme. The pension cost charges represents contributions payable by the Company to the fund and amounted to £142,849 (2022 - £223,955). Contributions totalling £21,765 (2022 - £190,164) were payable to the fund at the reporting date.


22.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£



Not later than 1 year
17,908
17,908

17,908
17,908


23.


Related party transactions

The company has taken advantage of the exemption in FRS 102 and has not disclosed transactions and balances with wholly owned group undertakings.
 
During the year, £10,000 (2022 - £7,802) was advanced to directors and £2,450 (2022 - £30,053) was repaid. Included within other debtors are amounts of £7,550 (2022 - £Nil) due from directors; no interest is charged on these amounts.
 
At the reporting date, £285,357 (2022 - £Nil) was included within other creditors, relating to dividends declared during the year, not yet paid. 
 

Page 25

 
THE GROVE MEDIA LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

24.


Post balance sheet events

There are no subsequent events to disclose or that require adjustments to the financial statements. 


25.


Ultimate parent undertaking and controlling party

The immediate parent undertaking is TCS Media Holdings Limited, a company registered and incorporated in England and Wales, and registered office of Unit 5.29, Grand Union Studios, 332 Ladbroke Grove, London, England, W10 5AD. 
The ultimate parent company is TCS Media Group Limited, a company registered and incorporated in England and Wales, and registered office of Unit 5.29, Grand Union Studios, 332 Ladbroke Grove, London, England, W10 5AD.
The largest and smallest group for which consolidated financial statements including the company have been prepared is TCS Media Group Limited. Consolidated accounts can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ.
The ultimate controlling party is The Grove Media Trustees Limited on behalf of The Grove Media Employee Ownership Trust.

 
Page 26