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Registered number: 04455319









OPTIMISE MEDIA (UK) LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2024


 
OPTIMISE MEDIA (UK) LIMITED
 

COMPANY INFORMATION


Directors
Richard David Syme 
Robert Paul Starkey 
Richard Antoni Savelli 




Company secretary
Emily Harriet Syme



Registered number
04455319



Registered office
Exchange Street Buildings
35-37 Exchange Street

Norwich

Norfolk

NR2 1DP




Independent auditors
Price Bailey LLP
Chartered Accountants & Statutory Auditors

Anglia House, 6 Central Avenue

St Andrews Business Park

Thorpe St Andrew

Norwich

Norfolk

NR7 0HR





 
OPTIMISE MEDIA (UK) LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 26


 
OPTIMISE MEDIA (UK) LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024

Introduction
 
The principal activity of the Company during the year was that of digital performance marketing, including affiliate and reward marketing. 

Business review
 
The Company achieved solid top line growth with revenue rising by 10% and gross profit by 3% compared to the previous year, representing our commitment to client retention and strong performance across various campaigns.  
Inflationary challenges have resulted in an underlying increase of 5% to overheads (adjusting for non-recurring items).
 
Overall, our business continues to demonstrate resilience and momentum. The directors are satisfied with the financial performance of the Company for the year and are confident that the business model will continue to provide stability and drive growth in the future.

Principal risks and uncertainties
 
The management of the business and the execution of the Company's strategy are subject to a number of risks. The key business risks affecting the Company are considered to relate to the trading success of our clients, consolidation amongst partners, increasing regulation in respect of insurance promotions, and recruiting the talent to deliver our growth plans. 
The Company has continued to maintain its strong client base,and experienced no business failures of clients.
In common with every business, the Company aims to minimise financial risk. The measures used by the directors to manage this risk include preparation and close review of budgets and management accounts. 
Other risks include:
Treasury risk
The Company manages a variety of market risks, including the effects of changes in foreign exchange rates, liquidity and counterparty risks.
Currency risk
The Company’s operations are located in the United Kingdom. They undertake transactions denominated in foreign currencies, and consequently exposure to exchange rate fluctuations arises. Forward exchange contracts are not considered necessary and are therefore not used.
Liquidity risk
The Company currently has positive operational revenue streams. Operational cash flows represent the ongoing digital performance marketing activities. 
The Company’s financial liabilities are primarily trade creditors. All trade creditors are due for payment in accordance with agreed settlement terms with suppliers or statutory deadlines and all are due within one year.
Credit risk
The directors consider that the carrying amount of trade and other receivables agrees to the fair value as detailed within the table disclosed in note 12 to the financial statements. 
The Company is not considered to have exposure to significant credit risk with primary balances due from connected parties and key clients.

Page 1

 
OPTIMISE MEDIA (UK) LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024

Financial key performance indicators
 
The directors actively monitor financial performance indicators (KPIs) that are appropriate to each division and its stage of development. In particular, the directors monitor Gross Profit and Gross Profit Margin, Debtors Ageing, and Working Capital on a weekly and monthly basis. Net Profit is monitored on a monthly basis. 
Revenue and sales volume are a good high-level indication on how business is going. Gross Profit is considered a significant KPI, as this indicates what the Company can afford to spend on overheads and investment in the business. The percentage margin is important to measure against competitors and always considered when tendering for new business. Operating profit considers both the Gross Profit margin and efficiency of the business in managing overheads. Bad debts are regularly monitored and reviewed, and the percentage of debt overdue is an early indication of potential bad debts. The percentage can fluctuate and the value this year is within the normal range.  
Movement in sales          10% (2023: 6.9%) 
Gross profit                     £3.80m (2023: £3.68m)
Gross profit margin          7.7% (2023: 8.2%)                   
Operating profit margin     1.8% (2023: 2.6%) 
% Of debt overdue           11% (2023: 14%) 

People and systems
The external commercial environment remains highly competitive in the UK, and this is expected to continue. However, product developments and service enhancements have helped us to maintain our strong position in the financial service market. 


This report was approved by the board on 22 May 2025 and signed on its behalf.



Richard Antoni Savelli
Director

Page 2

 
OPTIMISE MEDIA (UK) LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024

The directors present their report and the financial statements for the year ended 31 August 2024.

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;

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.

Results and dividends

The profit for the year, after taxation, amounted to £822,901 (2023 - £1,096,001).

Dividends totalling £200,000 were declared and paid during the year (2023 - £1,355,000).

Directors

The directors who served during the year were:

Richard David Syme 
Robert Paul Starkey 
Richard Antoni Savelli 

Future developments

The external environment remains competitive, and the Company plans to continue to innovate to maintain and grow our position in the UK market.

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.

Page 3

 
OPTIMISE MEDIA (UK) LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024

Post balance sheet events

Post balance sheet events are disclosed in note 22 of these financial statements.

Auditors

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

This report was approved by the board on 22 May 2025 and signed on its behalf.
 





Richard Antoni Savelli
Director

Page 4

 
OPTIMISE MEDIA (UK) LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA (UK) LIMITED
 

Opinion


We have audited the financial statements of Optimise Media (UK) Limited (the 'company') for the year ended 31 August 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the notes to the financial statements, 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 August 2024 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.


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.


Page 5

 
OPTIMISE MEDIA (UK) LIMITED
 

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


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.


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.


Page 6

 
OPTIMISE MEDIA (UK) LIMITED
 

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


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:

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements through:
 • our knowledge and sector experience; and
 • discussion with the Directors.
The Company is subject to laws and regulations that directly affect the financial statements including the Companies Act 2006 and tax legislation. The significant laws and regulations identified were communicated to the engagement team who remained alert to any indications of non-compliance throughout the audit.
The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. This includes rules under their Financial Conduct Authority (FCA) registration.
The entity ensures compliance with the legal and regulatory framework through the use of third-party experts, technical research and Government guidance.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. 
Through these procedures, no instances of actual or suspected non-compliance have been identified. 
We considered the opportunities and incentives that may exist within the organisation for fraud and identified management override as the area with the greatest potential for fraud.
 
Our procedures to respond to the risk of fraud included:
 • confirming the existence of a sample of employees to ensure that no fictitious employees were     paid; 
 • reviewing bank details of employees, included on payroll, to ensure no duplicated bank accounts;
 • reviewing a sample of expenditure to ensure authorised in accordance with Company's      authorisation policy;
 • reviewing expenditure for any potential payments to click farms;
 • gaining confirmation directly from the company’s bank, of the accounts and balances held in their     names at the year end and that all reported balances existed;
 • reviewing systems and procedures to identify potential areas of management override risk, in     particular, we carried out testing of journal entries and other adjustments for appropriateness, and    evaluating the business rationale of significant transactions to identify large or unusual transactions;
 •        enquiring with those charged with governance and management whether there had been any     instances of fraud.

 
Page 7

 
OPTIMISE MEDIA (UK) LIMITED
 

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


Following detailed team briefings, the responsible individual has assessed that the audit engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with applicable laws and regulation. We have not identified any instances of irregularities, including fraud, throughout the period of the audit. 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.


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.





Aaron Widdows ACA FCCA (Senior Statutory Auditor)
for and on behalf of
Price Bailey LLP
Chartered Accountants
Statutory Auditors
Anglia House, 6 Central Avenue
St Andrews Business Park
Thorpe St Andrew
Norwich
Norfolk
NR7 0HR

23 May 2025
Page 8

 
OPTIMISE MEDIA (UK) LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024

2024
2023
Note
£
£

  

Turnover
 4 
49,376,059
44,748,284

Cost of sales
  
(45,578,586)
(41,065,664)

Gross profit
  
3,797,473
3,682,620

Administrative expenses
  
(2,928,004)
(2,525,340)

Operating profit
 5 
869,469
1,157,280

Interest receivable
  
25,224
14,438

Profit before tax
  
894,693
1,171,718

Tax on profit
 9 
(71,792)
(75,717)

Profit for the financial year
  
822,901
1,096,001

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 26 form part of these financial statements.

Page 9

 
OPTIMISE MEDIA (UK) LIMITED
REGISTERED NUMBER: 04455319

STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 10 
21,023
31,513

Investments
 11 
4,935
4,935

  
25,958
36,448

Current assets
  

Debtors: amounts falling due within one year
 12 
13,990,449
13,338,707

Cash at bank and in hand
  
1,721,630
1,399,260

  
15,712,079
14,737,967

Creditors: amounts falling due within one year
 13 
(13,658,709)
(13,326,960)

Net current assets
  
 
 
2,053,370
 
 
1,411,007

Total assets less current liabilities
  
2,079,328
1,447,455

Provisions for liabilities
  

Deferred tax
 14 
(5,603)
(5,603)

  
 
 
(5,603)
 
 
(5,603)

Net assets
  
2,073,725
1,441,852


Capital and reserves
  

Called up share capital 
 15 
100
100

Capital contribution reserve
 16 
95,874
95,874

Share based payment reserve
 16 
13,585
4,613

Profit and loss account
 16 
1,964,166
1,341,265

  
2,073,725
1,441,852


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 May 2025.




Richard Antoni Savelli
Director

Page 10

 
OPTIMISE MEDIA (UK) LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024


Called up share capital
Capital contribution reserve
Share based payment reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 September 2022
100
95,874
17,750
1,600,264
1,713,988


Comprehensive income for the year

Profit for the year
-
-
-
1,096,001
1,096,001
Total comprehensive income for the year
-
-
-
1,096,001
1,096,001

Dividends paid
-
-
-
(1,355,000)
(1,355,000)

Share option movement
-
-
(13,137)
-
(13,137)


Total transactions with owners
-
-
(13,137)
(1,355,000)
(1,368,137)



At 1 September 2023
100
95,874
4,613
1,341,265
1,441,852


Comprehensive income for the year

Profit for the year
-
-
-
822,901
822,901
Total comprehensive income for the year
-
-
-
822,901
822,901

Dividends paid
-
-
-
(200,000)
(200,000)

Share option movement
-
-
8,972
-
8,972


Total transactions with owners
-
-
8,972
(200,000)
(191,028)


At 31 August 2024
100
95,874
13,585
1,964,166
2,073,725


The notes on pages 12 to 26 form part of these financial statements.

Page 11

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

1.


General information

Optimise Media (UK) Limited is a private company limited by shares, domiciled, and incorporated in England and Wales (United Kingdom). The registered number is 04455319. The company's registered office is Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP, which is the same address as its principle place of business.
The company's principle activity is that of digital performance marketing, including affiliate, and reward marketing.

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

Financial Reporting Standard 102 - reduced 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, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Optimise Media Group Limited as at 31 August 2024 and these financial statements may be obtained from Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP.

Page 12

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.3

Going concern

The directors have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
The directors review management accounts regularly, these include detailed forecasts of the future performance. A future forecast of cash flows shows a positive inflow for the next 12 months to May 2026. The company has a solid base of long term clients and has a proven track record of client retention. This provides confidence in our future profit and cash flow forecasts.
Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP. Values are rounded to the nearest £.

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 period 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 period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 
2.5

Revenue

Revenue earned by the company is solely from the provision of services. A proportion of this is affiliate revenue earned through advertising services, while the rest is reward revenue relating to voucher scheme services whereby vouchers are purchased by the company on behalf of affiliates for voucher reward schemes offered to affiliate customers. All revenue is recognised when it is probable that economic benefits will flow to the company and the revenue can be reliably measured. The value of the revenue recognised is measured as the fair value of the consideration received or receivable, excluding sales taxes.

Affiliate revenue
The affiliate revenue is recognised at the point at which the supplied advertisement links are accessed by third parties in order to purchase products from the customers of the company. The company’s performance obligation is the provision of advertisement links.
Reward revenue
The reward revenue is recognised at the date when customers of affiliates make qualifying purchases. The company’s performance obligation is the fulfilment and management of reward schemes.

Page 13

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.7

Interest income

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

 
2.8

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.

 
2.9

Share-based payments

Share options are over shares in the parent company, Optimise Media Group Limited. On exercise, the capital element is transferred to the capital contribution reserve. 
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period.
The fair value per share has been confirmed by HMRC and is used for the basis of the calculation.

Page 14

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.10

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 corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income.

Deferred tax is provided, using the liability method, on temporary differences between the tax bases of assets and liabilities and their carrying amounts, in the financial statements.  Deferred tax assets relating to the carry-forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date.

 
2.11

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures, fittings & equipment
-
33%

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 profit or loss.

 
2.12

Fixed asset investments

Fixed asset investments are held at cost less impairment.

 
2.13

Debtors

Short term debtors are measured at transaction price, less any impairment.

Page 15

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.14

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.

 
2.15

Creditors

Short term creditors are measured at the transaction price.

  
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
 
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
 
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 
2.17

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.

 
2.18

Financial instruments

The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and
Page 16

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

 
2.19

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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with UK GAAP requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
In applying accounting policies it is considered that there are no critical judgments that have a significant effect on the amounts recognised in the financial statements.
The key assumption concerning the future and other key sources of estimation uncertainty at the reporting date that has a significant risk of causing a material adjustment to carrying amounts of assets and liabilities within the next financial year is accrued income and accrued cost of sales. This is calculated based on the number of transactions in the month multiplied by the conversion rate of the prior month. The conversion rate of the prior month is the total transactions in the month divided by the number of validated transactions for that month. The carrying amount at the year end for accrued income is £7,611,655 (2023: £8,885,517) and for accrued cost of sales is £6,965,257 (2023: £8,153,157).

Page 17

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

4.


Turnover

All revenue is attributable to digital performance marketing, £49,376,059 (2023: £44,748,284).

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
48,330,538
43,888,043

Rest of Europe
1,045,521
860,241

49,376,059
44,748,284



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Cost of defined contribution scheme
128,983
167,934

Difference on foreign exchange
(11,351)
(11,000)

Operating lease expense
93,744
47,413

Bad debts
(150)
(7,733)

Depreciation of tangible fixed assets
23,871
14,397

(Profit)/Loss on disposal of tangible fixed assets
560
358


6.


Auditors' remuneration

During the year, the company obtained the following services from the company's auditors:


2024
2023
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
18,000
17,000


The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.

Page 18

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

7.


Employees

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


2024
2023
£
£

Wages and salaries
2,528,246
2,349,570

Social security costs
256,130
241,524

Cost of defined contribution scheme
128,983
167,934

2,913,359
2,759,028


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


        2024
        2023
            No.
            No.







Administration
26
27



Client services
14
15



Technology
17
19



Sales
2
2

59
63


8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
111,384
110,618

Company contributions to defined contribution pension schemes
60,000
100,000

171,384
210,618


During the year retirement benefits were accruing for 1 director (2023: 1) in respect of defined contribution pension scheme.

Page 19

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
71,792
64,363

Adjustments in respect of previous periods
-
(31,832)


Total current tax
71,792
32,531

Deferred tax


Origination and reversal of timing differences
-
43,186

Total deferred tax
-
43,186


Tax on profit
71,792
75,717

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 21.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
894,693
1,171,718


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.5%)
223,673
251,919

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,679
970

Adjustments to tax charge in respect of prior periods
-
(31,832)

Other differences leading to an increase (decrease) in the tax charge
(8,600)
36,086

Group relief
(146,960)
(181,426)

Total tax charge for the year
71,792
75,717


Factors that may affect future tax charges

There were no factors that may affect future tax changes.

Page 20

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

10.


Tangible fixed assets





Fixtures, fittings, & equipment

£



Cost


At 1 September 2023
90,623


Additions
13,941


Disposals
(7,848)



At 31 August 2024

96,716



Depreciation


At 1 September 2023
59,110


Charge for the year
23,871


Elimination on disposal
(7,288)



At 31 August 2024

75,693



Net book value



At 31 August 2024
21,023



At 31 August 2023
31,513

Page 21

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

11.


Fixed asset investments





Investments

£



Cost


At 1 September 2023
12,574



At 31 August 2024

12,574



Impairment


At 1 September 2023
7,639



At 31 August 2024

7,639



Net book value



At 31 August 2024
4,935



At 31 August 2023
4,935


12.


Debtors

2024
2023
£
£


Trade debtors
4,454,202
3,365,522

Amounts owed by group undertakings
1,023,330
200,133

Other debtors
766,667
768,159

Prepayments and accrued income
7,746,250
9,004,893

13,990,449
13,338,707


Amounts owed by group undertakings are unsecured, interest free, and have no fixed date of repayment.

Page 22

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

13.


Creditors: Amounts falling due within one year

2024
2023
£
£

Payments received on account
409,052
341,470

Trade creditors
12,605,051
12,382,070

Amounts owed to group undertakings
16,655
6,897

Corporation tax
84,207
38,910

Other taxation and social security
294,979
294,727

Accruals and deferred income
248,765
262,886

13,658,709
13,326,960


The bank holds a fixed and floating charge over all assets of the company against indebtedness to it.
Amounts owed to group undertakings are unsecured, interest free, and have no fixed date of repayment.


14.


Deferred taxation




2024
2023


£

£






At beginning of year
(5,603)
37,583


Charged to profit or loss
-
(43,186)



At end of year
(5,603)
(5,603)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(6,911)
(6,911)

Pension timing differences
1,308
1,308

(5,603)
(5,603)

Page 23

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

15.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of £1.00 each
100
100

There are no particular rights, preferences, or conditions attached to the ordinary shares of the company. Distributions of dividends, voting rights, and repayments of capital with regards to these shares are not restricted.



16.


Reserves

Capital contribution reserve

This is made up of shares for which consideration has been received in the form of employment services, all of which have been issued at the balance sheet date. 

Profit and loss account

This comprises all other net gains and losses and transactions with owners, e.g. dividends, which are not recognised elsewhere.

Share based payment reserve
This reserve records the fair value of share-based payments made in the Statement of Comprehensive Income. 


17.


Share-based payments

The company operates an equity-based share based remuneration scheme for employees.
Options have been granted to subscribe for additional ordinary shares of 0.01p each in the capital of the holding Company, Optimise Media Group Limited.
The outstanding share options at 31 August 2024 are:
46,716 share options in respect of C shares (2023) of 0.01p. The estimated fair value at the grant date was £0.83 per share.
The weighted average exercise price in the year ending 31 August 2024 was £0.0001 (2023: £0.0001).
11,000 share options are exercisable on the sale of the company or 10 February 2026, whichever is sooner. 35,716 share options are exercisable on the sale of the company or 1 March 2028, whichever is sooner.
No options were exerciserable at the year end (2023: Nil).


18.


Contingent liabilities

The company has agreed to guarantee £350,000 towards a mortgage for a company with common directors and shareholders.

Page 24

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024


19.


Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost and charge represents contributions payable by the company to the fund and amounted to £128,983 (2023: £167,934). At 31 August 2024, £13,962 (2023: £5,233) was due to the fund and is included in creditors.


20.


Commitments under operating leases

At 31 August 2024 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
63,489
62,000


21.


Related party transactions

Related party transactions have occurred on normal commercial terms and are as follows:
Income from related party
- Fellow group company      £2,224,930  (2023: £2,034,419).
Expenditure to related party
- Fellow group company      £1,486,016  (2023: £1,379,596)
- Companies under the common control of a Director  £175,204 (2023: £117,900)
- Remuneration paid to close family of a Director  £27,390 (2023: £26,590)
Amounts due from related party
- Fellow group company      £1,023,330  (2023: £200,133)
- Companies under the common control of a Director £766,571  (2023: £768,060)
Amounts due to related party
- Fellow group company      £16,655 (2023: £6,897)
- Companies under the common control of a Director           £6,723  (2023: £8,900)


22.


Post balance sheet events

On 21 October 2024, a dividend was declared of £200,000. On 14 April 2025, a dividend was declared of £215,000. Total dividends declared after the year end is £415,000.

Page 25

 
OPTIMISE MEDIA (UK) LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

23.


Controlling party

The immediate, and ultimate controlling party, and the parent undertaking of the largest and smallest group for which consolidated financial statements are prepared, is Optimise Media Group Limited (Registered number: 04265719) , a company registered in England and Wales (United Kingdom). 
The consolidated financial statements can be obtained from the registered office detailed in note 1 of the financial statements.


Page 26