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Registered number: 04265719









OPTIMISE MEDIA GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2024

 
OPTIMISE MEDIA GROUP LIMITED
 

COMPANY INFORMATION


Directors
Richard Antoni Savelli 
Robert Paul Starkey 
Richard David Syme 




Company secretary
Emily Harriet Syme



Registered number
04265719



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 GROUP LIMITED
 

CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 5
Independent Auditors' Report
6 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated Statement of Financial Position
11
Company Statement of Financial Position
12
Consolidated Statement of Changes in Equity
13 - 17
Company Statement of Changes in Equity
18 - 19
Consolidated Statement of Cash Flows
20 - 21
Consolidated Analysis of Net Debt
21
Notes to the Financial Statements
22 - 44


 
OPTIMISE MEDIA GROUP LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024

Introduction
 
The directors' of Optimise Media Group Limited present their strategic report for the year ending 31 August 2024. 
The principal activities of the Group are the provision of online performance marketing services, media advertising, and customer reward services, in the UK, South East Asia, India, Middle East and North Africa and Australia.  

Business review
 
The Group has achieved strong top line performance with revenue of £63m (2023: £63.8m). Underlying revenue grew by 6%, however overall revenue had decreased due to the disposal of a partly owned subsidiary in India. This strategic move has simplified the Group’s shareholding structure, improving transparency and operational focus. This has also reduced the size of non-controlling interests in the Group. Excluding the impact of this structural change, the Group’s core business continues to show dynamic expansion as evidenced by the underlying revenue growth.  We have continued to invest in the servicing of our clients and to seek expansion into new markets and are pleased to report another successful year with gross profit of £7m (2023: £8.6m).
 
The Group achieved £1.9m operating profit for the year (2023: £1m) and has net assets of £3.7m (2023: £3.9m). This solid financial position is further supported by strong cash balances of £5m (2023: £3.7m)
 
The directors are satisfied with the financial performance of the Group for the year. The business is continuing to grow and develop in new markets. 

Principal risks and uncertainties
 
Global business revenues are directly linked to client advertising budgets. The relative uncertainty in the global marketplace and its impact on the volatility of advertising expenditure remains a key risk for the business. Any increase or decrease in advertising budgets would have a direct positive or negative impact on the business revenues.
The development of additional immature markets within the region is projected to drive revenue growth which will improve overall Group profitability going forward.
Liquidity risk 
The Group actively manages its working capital and available funding to ensure the Group has sufficient funds for continued operations. 
Credit risk 
The risk of financial loss due to a counterparty’s failure to honour its obligation arises principally in relation to transactions where the Group provides services on deferred terms and invests or deposits surplus cash. 
The Group policies are aimed at minimising such losses and require that deferred terms are granted only to customers who demonstrate an appropriate payment history and satisfy creditworthiness procedures. Individual exposures are monitored with customers subject to credit limits to ensure the Group’s exposure to bad debt is not significant.

Page 1

 
OPTIMISE MEDIA GROUP LIMITED
 

GROUP 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 business unit 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 good high-level indications on how business is going. Gross profit is considered a significant KPI, as this indicates what the Group can afford to spend on overheads and investment in the business. The percentage margin is important to measure at the country level and at group level. Operating profit considers both the GP margin and efficiency of the business in managing its overheads.
Movement in sales     -1%  (2023: -1%) 
Gross profit margin           11%  (2023: 13.4%) 
Operating profit margin   3%  (2023: 1.6%)

Financial risk management, objectives and policies
 
The directors actively manage the investment plans for each business unit depending on local growth rates in each market and resource prioritisation to ensure the long-term viability of the Group’s growth strategy. 
Each new territory is managed through a development cycle of: Conception, Investigation, Establishment, Incubation and Oversight - reflecting the level of financial investment and management time required. New ventures are only migrated into the establishment phase as the business capacity becomes available to support the required investment. 
The establishment global services team across India and SEA has continued to be a successful model in improving the depth and quality of client service, whilst reducing the overall cost to serve. The established model also enables a more rapid deployment of resource to support the development of new territories. 

Directors' statement of compliance with duty to promote the success of the Group
 
Section 172(1) of the Companies Act 2006 requires directors to take into consideration the interests of the stakeholders in their decision making. The directors continue to have regard to the interests of the Group’s employees and other stakeholders, including the impact of its activities on the community, the environment, and the Group’s reputation, when making decisions. Acting in good faith and fairly between members, the directors consider what is most likely to promote the success of the Group in the long term. 
The directors are fully aware of their responsibilities to promote the success of the Group in accordance with section 172 of the Companies Act 2006. To ensure the Group meets this, the directors regularly reflect on how the Group engages with its stakeholders and opportunities for enhancement with stakeholders themselves. Such stakeholders include shareholders, employees, customers, and suppliers.
Stakeholders
Customers and suppliers
The Group establishes and maintains strong relationships with both its advertisers and publishers. Through regular business reviews, we garner insight and feedback to support continuous improvement and product and technology innovation.
Employees
The directors recognise that our employees are fundamental to the success of the Group. We promote open communication, flexibility, and a positive work environment. We consistently gather feedback through regular team meetings and check-ins to ensure our employees feel heard and valued. Decisions affecting employees are made with a strong focus on wellbeing, engagement, and long-term motivation. 
The Group communicates with its shareholders to share financial performance. The Group operates an employee share scheme and equity management platform to keep shareholders informed and allow scenario planning.
 
Page 2

 
OPTIMISE MEDIA GROUP LIMITED
 

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

Impact of operations on community and environment
The Group recognises the importance of the healthy development of the community and has continued its volunteer day scheme to encourage the workforce to help support their chosen community projects.
As an online business, the Group has flexibility when it comes to reduction of carbon emissions. With the hybrid working model, the Group operates in a compact office space, this being supported by third party server hosting. National and international business travel is minimised with the use of conferencing technology.  The Group strives towards a paperless office and actively participates in the recycling of office waste. The Group operates a cycle to work scheme which contributes towards reduction of our carbon footprint as well as promoting improvement to the health, fitness and energy of our employees. We have engaged consultants to accurately measure and suggest ways we can reduce our carbon footprint.
The fundamental principles in the governance of the Group is that of ensuring transparent conduct which reflects fairness in all dealings with shareholders, employees, customers, and suppliers. As ambassadors for the Group, all employees are required to sign our code of conduct. 


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



Richard Antoni Savelli
Director

Page 3

 
OPTIMISE MEDIA GROUP 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

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


select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group 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 and minority interests, amounted to £599,725 (2023 - £1,016,509).

The Company paid dividends during the year of £755,000 (2023 - £1,216,088).

Directors

The directors who served during the year were:

Richard Antoni Savelli 
Robert Paul Starkey 
Richard David Syme 

Future developments

The external environment remains competitive, and the Group plans to continue to innovate to maintain our position in each market.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption, and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Page 4

 
OPTIMISE MEDIA GROUP LIMITED
 

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

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

Post balance sheet events are disclosed in note 25 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 5

 
OPTIMISE MEDIA GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA GROUP LIMITED
 

Opinion


We have audited the financial statements of Optimise Media Group Limited (the 'Company') and its subsidiaries (the 'Group') for the year ended 31 August 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Financial Position, the Consolidated and Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows  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 Group's and of the Company's affairs as at 31 August 2024 and of the Group's and of the Company's profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the FRC'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 Group's or 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 6

 
OPTIMISE MEDIA GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA GROUP 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 Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Group and the Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Group and the Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.


Page 7

 
OPTIMISE MEDIA GROUP LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA GROUP 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 Group 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 Group 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 Group 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 Group 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. 
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:
 • reviewing directors’ minutes to understand if any instances of fraud have occurred;
 • proving existence of a sample of employees to ensure they are genuine;
 • reviewing bank details of employees included on payroll, to ensure no duplicate accounts;
 • reviewing a sample of expenditure to ensure they are authorised in accordance with Group’s
                     authorisation policy;
 • reviewing legal expenditure to ensure no instances of fraud;
 • reviewing expenditure for any potential payments to click farms;
 • obtaining confirmations of accounts and balances directly from the bank;
 • testing journal entries and other adjustments for appropriateness; and
 • challenging management and those charged with governance on whether any instances of fraud
                     had occurred.
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. 

 
Page 8

 
OPTIMISE MEDIA GROUP LIMITED
 

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


Nonetheless, 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 9

 
OPTIMISE MEDIA GROUP LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024

2024
2023
Note
£
£

  

Turnover
 4 
63,034,416
63,844,344

Cost of sales
  
(56,054,029)
(55,266,574)

Gross profit
  
6,980,387
8,577,770

Administrative expenses
  
(6,105,314)
(7,574,293)

Operating profit
 5 
875,073
1,003,477

Interest receivable and similar income
  
28,147
14,635

Interest payable and similar expenses
  
(22,856)
(8,550)

Profit before taxation
  
880,364
1,009,562

Tax on profit
 9 
(283,444)
(215,010)

Profit for the financial year
  
596,920
794,552

Comprehensive income
  

Foreign exchange differences on translating overseas operations
  
(63,030)
(264,000)

Other comprehensive income for the year
  
(63,030)
(264,000)

Total comprehensive income for the year
  
533,890
530,552

Profit for the year attributable to:
  

Non-controlling interests
  
(2,805)
(221,957)

Owners of the parent Company
  
599,725
1,016,509

  
596,920
794,552

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(2,805)
(221,957)

Owners of the parent Company
  
536,695
752,509

  
533,890
530,552

The notes on pages 22 to 44 form part of these financial statements.

Page 10

 
OPTIMISE MEDIA GROUP LIMITED
REGISTERED NUMBER: 04265719

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 10 
1,156,396
1,106,296

Tangible assets
 11 
44,100
246,482

Investments
 12 
21,400
20,867

  
1,221,896
1,373,645

Current assets
  

Debtors: amounts falling due within one year
 13 
18,130,964
18,901,357

Cash at bank and in hand
  
4,981,880
3,683,280

  
23,112,844
22,584,637

Creditors: amounts falling due within one year
 14 
(20,370,861)
(19,849,988)

Net current assets
  
 
 
2,741,983
 
 
2,734,649

Creditors: amounts falling due after more than one year
 15 
-
(150,433)

Provision for deferred tax
 17 
(258,175)
(43,606)

Net assets
  
3,705,704
3,914,255


Capital and reserves
  

Called up share capital 
 18 
108
108

Share premium
 19 
95,870
95,870

Capital redemption reserve
 19 
7
7

Foreign exchange reserve
 19 
(207,278)
(144,248)

Share based payment reserve
 19 
13,588
4,616

Retained earnings
 19 
3,677,219
3,669,367

Equity attributable to owners of the parent Company
  
3,579,514
3,625,720

Non-controlling interests
  
126,190
288,535

  
3,705,704
3,914,255


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

The notes on pages 22 to 44 form part of these financial statements.

Page 11

 
OPTIMISE MEDIA GROUP LIMITED
REGISTERED NUMBER: 04265719

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 10 
1,156,396
1,106,296

Investments
 12 
126,319
116,808

  
1,282,715
1,223,104

Current assets
  

Debtors: amounts falling due within one year
 13 
32,495
96,215

Cash at bank and in hand
  
416,518
82,907

  
449,013
179,122

Creditors: amounts falling due within one year
 14 
(1,197,401)
(739,101)

Net current liabilities
  
 
 
(748,388)
 
 
(559,979)

  

Provision for deferred tax
 17 
(289,099)
(261,871)

Net assets
  
245,228
401,254


Capital and reserves
  

Called up share capital 
 18 
108
108

Share premium
 19 
95,870
95,870

Capital redemption reserve
 19 
7
7

Share based payment reserve
 19 
13,588
4,616

Retained earnings
 19 
135,655
300,653

  
245,228
401,254


The profit after taxation of the parent Company for the year was £590,002 (2023: £1,299,262).
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

The notes on pages 22 to 44 form part of these financial statements.

Page 12
 

 
OPTIMISE MEDIA GROUP LIMITED


 

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



Share capital
Share premium
Capital redemption reserve
Foreign exchange reserve
Share based payment reserve
Retained earnings
Equity attributable to owners of parent Company
Non-controlling interests


£
£
£
£
£
£
£
£


At 1 September 2023
108
95,870
7
(144,248)
4,616
3,669,367
3,625,720
288,535



Comprehensive income for the year


Profit for the year
-
-
-
-
-
599,725
599,725
(2,805)


Foreign exchange differences on translating overseas operations
-
-
-
(63,030)
-
-
(63,030)
-

Total comprehensive income for the year
-
-
-
(63,030)
-
599,725
536,695
(2,805)


Dividends paid
-
-
-
-
-
(755,000)
(755,000)
(28,794)


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


Other movements
-
-
-
-
-
163,127
163,127
(130,746)



Total transactions with owners
-
-
-
-
8,972
(591,873)
(582,901)
(159,540)



At 31 August 2024
108
95,870
7
(207,278)
13,588
3,677,219
3,579,514
126,190


Page 13

 

 
OPTIMISE MEDIA GROUP LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024



Total equity


£


At 1 September 2023
3,914,255



Comprehensive income for the year


Profit for the year
596,920


Foreign exchange differences on translating overseas operations
(63,030)

Total comprehensive income for the year
533,890


Dividends paid
(783,794)


Share option movement
8,972


Other movements
32,381



Total transactions with owners
(742,441)



At 31 August 2024
3,705,704


Page 14

 

 
OPTIMISE MEDIA GROUP LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024


Page 15

 

 
OPTIMISE MEDIA GROUP LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023



Share capital
Share premium
Capital redemption reserve
Capital contribution reserve
Foreign exchange reserve
Share based payment reserve
Retained earnings
Equity attributable to owners of parent Company


£
£
£
£
£
£
£
£


At 1 September 2022
108
95,870
7
-
119,752
17,754
3,089,177
3,322,668



Comprehensive income for the year


Profit for the year
-
-
-
-
-
-
1,016,509
1,016,509


Foreign exchange differences on translating overseas operations
-
-
-
-
(264,000)
-
-
(264,000)

Total comprehensive income for the year
-
-
-
-
(264,000)
-
1,016,509
752,509


Dividends paid
-
-
-
-
-
-
(1,216,088)
(1,216,088)


Share option movement
-
-
-
-
-
(13,138)
-
(13,138)


Reserves transfer
-
-
-
(729,145)
-
-
729,145
-


Other movements
-
-
-
729,145
-
-
50,624
779,769



Total transactions with owners
-
-
-
-
-
(13,138)
(436,319)
(449,457)



At 31 August 2023
108
95,870
7
-
(144,248)
4,616
3,669,367
3,625,720


Page 16

 

 
OPTIMISE MEDIA GROUP LIMITED


 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2023



Non-controlling interests
Total equity


£
£


At 1 September 2022
650,791
3,973,459



Comprehensive income for the year


Profit for the year
(221,957)
794,552


Foreign exchange differences on translating overseas operations
-
(264,000)

Total comprehensive income for the year
(221,957)
530,552


Dividends paid
(140,299)
(1,356,387)


Share option movement
-
(13,138)


Reserves transfer
-
-


Other movements
-
779,769



Total transactions with owners
(140,299)
(589,756)



At 31 August 2023
288,535
3,914,255



Page 17

 

 
OPTIMISE MEDIA GROUP LIMITED


 

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



Share capital
Share premium
Capital redemption reserve
Share based payment reserve
Retained earnings
Total equity


£
£
£
£
£
£


At 1 September 2023
108
95,870
7
4,616
300,653
401,254



Comprehensive income for the year


Profit for the year
-
-
-
-
590,002
590,002

Total comprehensive income for the year
-
-
-
-
590,002
590,002


Dividends paid
-
-
-
-
(755,000)
(755,000)


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



Total transactions with owners
-
-
-
8,972
(755,000)
(746,028)



At 31 August 2024
108
95,870
7
13,588
135,655
245,228



Page 18

 

 
OPTIMISE MEDIA GROUP LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023



Share capital
Share premium
Capital redemption reserve
Share based payment reserve
Retained earnings
Total equity


£
£
£
£
£
£


At 1 September 2022
108
95,870
7
17,754
202,791
316,530



Comprehensive income for the year


Profit for the year
-
-
-
-
1,299,262
1,299,262

Total comprehensive income for the year
-
-
-
-
1,299,262
1,299,262


Dividends paid
-
-
-
-
(1,201,400)
(1,201,400)


Share option movement
-
-
-
(13,138)
-
(13,138)



Total transactions with owners
-
-
-
(13,138)
(1,201,400)
(1,214,538)



At 31 August 2023
108
95,870
7
4,616
300,653
401,254



The notes on pages 22 to 44 form part of these financial statements.

Page 19
 
OPTIMISE MEDIA GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 AUGUST 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
596,920
794,552

Adjustments for:

Amortisation of intangible assets
334,600
286,826

Depreciation of tangible assets
44,098
71,187

Impairments of fixed assets
-
2,326

Loss on disposal of tangible assets
182,093
509

Interest paid
22,856
8,550

Interest received
(28,147)
(14,635)

Taxation charge
283,444
215,010

Decrease/(increase) in debtors
770,392
(48,419)

Increase/(decrease) in creditors
397,766
(315,111)

Corporation tax received/(paid)
54,232
(461,930)

Net cash generated from operating activities

2,658,254
538,865


Cash flows from investing activities

Purchase of intangible fixed assets
(384,700)
(347,963)

Purchase of tangible fixed assets
(23,810)
(237,107)

Interest received
28,147
14,635

Net cash from investing activities

(380,363)
(570,435)

Cash flows from financing activities

Bank loans received/(paid)
(150,433)
150,433

Dividends paid
(755,000)
(1,216,088)

Interest paid
(22,856)
(8,550)

Dividends paid to non-controlling interests
(28,794)
(140,299)

Movement in shares and share options
40,822
37,486

Capital contribution by owners
-
729,145

Net cash used in financing activities
(916,261)
(447,873)

Net increase/(decrease) in cash and cash equivalents
1,361,630
(479,443)
Page 20

 
OPTIMISE MEDIA GROUP LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024


2024
2023

£
£



Cash and cash equivalents at beginning of year
3,683,280
4,426,723

Foreign exchange gains and losses
(63,030)
(264,000)

Cash and cash equivalents at the end of year
4,981,880
3,683,280


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
4,981,880
3,683,280



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 AUGUST 2024




At 1 September 2023
Cash flows
At 31 August 2024
£

£

£

Cash at bank and in hand

3,683,280

1,298,600

4,981,880

Debt due after 1 year

(150,433)

150,433

-


The notes on pages 22 to 44 form part of these financial statements.

Page 21

 
OPTIMISE MEDIA GROUP LIMITED
 

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

1.


General information

The financial statements are for Optimise Media Group Limited (“the Company”) and its subsidiary undertakings ("the Group"). Optimise Media Group Limited is a private company limited by shares, domiciled, and incorporated in England and Wales (United Kingdom). The Company's registered number is: 04265719.
The registered office is Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP, which is the principle place of business.
The financial statements are presented in Sterling and all values rounded to the nearest pound (£).

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Consolidated Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 September 2019.

Page 22

 
OPTIMISE MEDIA GROUP 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 Group 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 twelve months to 31 May 2026. The Group has a solid base of long term clients and has a proven track record of client retention. This provides confidence in future profits 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 Group'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 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 Consolidated Statement of Comprehensive Income within administrative expenses.
Foreign exchange gains and losses that relate to cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income. All other foreign exchange gains and losses are presented in the Consolidated Statement of Comprehensive Income.
On consolidation, the results of overseas operations are translated into GBP at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in the Consolidated Statement of  Comprehensive Income.

Page 23

 
OPTIMISE MEDIA GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.5

Revenue

Revenue earned by the Group is solely from the provision of services. 
Affiliate revenue represents advertisement links and media advertising through campaigns published. While the rest is reward revenue relating to voucher scheme services whereby vouchers are purchased by the Group on behalf of affiliates for voucher reward schemes offered to affiliate customers. 
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax, and other 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 Group. The Group’s performance obligation is the provision of advertisement links. 
Media advertising revenue
The media advertising revenue is recognised at the point at which a campaign is published to the intended third parties. The Group’s performance obligation is the management of advertising services.
Reward revenue 
The reward revenue is recognised at the date when customers of affiliates make qualifying purchases. The Group’s performance obligation is the fulfilment and management of reward schemes.

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated Statement of Comprehensive Income on a straight line basis over the lease term. 

 
2.7

Interest income

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

 
2.8

Finance costs

Finance costs are charged to the Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method.

Page 24

 
OPTIMISE MEDIA GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Consolidated Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Consolidated Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.10

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Consolidated 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 reporting 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 Group 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 Consolidated 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 25

 
OPTIMISE MEDIA GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.11

Corporation and deferred taxation

The tax expense for the year comprises corporation and deferred tax. Tax is recognised in the Consolidated 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 Consolidated Statement of Comprehensive Income date in the countries where the Group 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 Consolidated Statement of Comprehensive Income date.

Page 26

 
OPTIMISE MEDIA GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.
Internally generated intangible assets (development costs)
Expenditure on internally generated IT systems are capitalised if it can be demonstrated that: 
  • it is technically feasible to develop the systems;
  • adequate resources are available to complete the development;
  • there is an intention to complete and use the system;
  • the system will generate future economic benefits, and;
  • expenditure on the project can be measured reliably.  
Capitalised development costs are amortised over the period the Group expects to benefit from the systems developed on a straight line basis. These are: 
  • client specific amendments - 3 years 
  • non-client specific amendments - 6 years.  
The amortisation expense is included in administrative expenses in the Consolidated Statement of Comprehensive Income. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognised in the Consolidated Statement of Comprehensive Income when incurred.
At each reporting date the Group 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.

Page 27

 
OPTIMISE MEDIA GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.13

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 Group 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, on a straight line basis.
Depreciation is provided on the following basis:
  • Fixtures, fittings, IT equipment and motor vehicles  -  3 to 6 years 
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 Consolidated Statement of Comprehensive Income. 

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

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

 
2.16

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.

 
2.17

Creditors

Short term creditors are measured at the transaction price.

Page 28

 
OPTIMISE MEDIA GROUP LIMITED
 

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

2.Accounting policies (continued)

 
2.18

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.
 
Deferred tax liabilities are also presented within provisions but are measured in accordance with the accounting policy on taxation.
 
Increases in provisions are generally charged as an expense to Consolidated Statement of Comprehensive Income. 
 
 
2.19

Financial instruments


The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

 
2.20

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 29

 
OPTIMISE MEDIA GROUP LIMITED
 

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

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 judgements 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 months. The conversion rate of the prior months 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 £11,172,176 (2023: £12,238,070) and for accrued cost of sales is £10,711,355 (2023: £11,735,200).
There are also a number of significant estimates inherent in the valuation of internally generated intangible assets that have been capitalised, these have been detailed on accounting policy 2.12. The carrying amounts are included in note 10. The amount capitalised includes an estimate of the useful economic life of each project, which is based on the average time between the IT platforms being refreshed.


4.


Turnover

All revenue is attributable to the principal activities of the Group are the provision of online performance marketing services, media advertising, and customer reward services.
Revenue comprises £59,735,156 (2023: £61,047,735) of online performance marketing services and £3,299,260 (2023: £2,796,609) of media advertising.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
48,330,531
43,888,045

Rest of Europe
1,045,521
860,241

Rest of the world
13,658,364
19,096,058

63,034,416
63,844,344


Page 30

 
OPTIMISE MEDIA GROUP LIMITED
 

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

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Exchange differences
(63,030)
(264,000)

Operating lease rentals
166,757
182,580

(Profit)/loss on disposal of tangible fixed assets
182,093
509

Amortisation and impairment of intangible fixed assets
334,600
289,152

Depreciation of tangible fixed assets
44,098
71,187

Defined contribution pension costs
138,093
159,680

Bad debt expense
16,494
495,429


6.


Auditors' remuneration

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


2024
2023
£
£

Fees payable to the Group's auditor for the audit of the Company and Group's financial statements
40,500
42,500

Fees payable to the Group's auditor in respect of:

Audit fees of subsidiary companies
18,000
17,000

Taxation services
4,000
4,450

Preparation of financial statements
8,000
8,400

Payroll services
4,219
3,465

Page 31

 
OPTIMISE MEDIA GROUP LIMITED
 

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

7.


Employees

Staff costs were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
3,892,393
4,737,834

Social security costs
354,997
283,177

Defined contribution pension costs
138,093
159,680

4,385,483
5,180,691


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


        2024
        2023
            No.
            No.







Sales & Marketing
15
20



Technology
29
26



Management & Administration
43
57



Client Services
47
81

134
184


8.


Directors' remuneration - Group

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 to 1 director (2023: 1) in respect of defined contribution pension schemes.
Key management personnel of the Group, include all directors and senior management. The summary of compensation of key management personnel for the year is as follows: 
- Wages and salaries     £828,371 (2023: £889,370)
- Social security costs    £62,036   (2023: £72,665)
- Pension contributions     £95,065   (2023: £130,338)

Page 32

 
OPTIMISE MEDIA GROUP LIMITED
 

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

9.


Taxation


2024
2023
£
£

Corporation tax


Tax on profit
261,592
43,473


Deferred tax


Origination and reversal of timing differences
21,852
171,537


283,444
215,010

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 before tax
880,364
1,009,562


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 21.5%)
220,091
217,056

Effects of:


Expenses not deductible for tax purposes
4,549
970

Higher rate taxes on overseas earnings
56,848
17,390

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

Other timing differences leading to a decrease in taxation
1,956
11,426

Total tax charge for the year
283,444
215,010


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 33

 
OPTIMISE MEDIA GROUP LIMITED
 

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

10.


Intangible assets

Group





Internally generated IT development
Goodwill
Total

£
£
£



Cost


At 1 September 2023
2,326,061
25,541
2,351,602


Additions
384,700
-
384,700



At 31 August 2024

2,710,761
25,541
2,736,302



Amortisation


At 1 September 2023
1,219,765
25,541
1,245,306


Charge for the year
334,600
-
334,600



At 31 August 2024

1,554,365
25,541
1,579,906



Net book value



At 31 August 2024
1,156,396
-
1,156,396



At 31 August 2023
1,106,296
-
1,106,296



Page 34

 
OPTIMISE MEDIA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
 
           10.Intangible assets (continued)

Company




Internally generated IT development

£



Cost


At 1 September 2023
2,326,061


Additions
383,059



At 31 August 2024

2,709,120



Amortisation


At 1 September 2023
1,219,765


Charge for the year
332,959



At 31 August 2024

1,552,724



Net book value



At 31 August 2024
1,156,396



At 31 August 2023
1,106,296

Page 35

 
OPTIMISE MEDIA GROUP LIMITED
 

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

11.


Tangible fixed assets

Group






Fixtures, fittings, IT equipment and motor vehicles

£



Cost or valuation


At 1 September 2023
570,462


Additions
23,810


Disposals
(427,350)



At 31 August 2024

166,922



Depreciation


At 1 September 2023
323,980


Charge for the year
44,098


Disposals
(245,256)



At 31 August 2024

122,822



Net book value



At 31 August 2024
44,100



At 31 August 2023
246,482

Page 36

 
OPTIMISE MEDIA GROUP LIMITED
 

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

12.


Fixed asset investments

Group





Investments

£



Cost or valuation


At 1 September 2023
20,867


Additions
533



At 31 August 2024
21,400




Company





Investments in subsidiary companies

£



Cost or valuation


At 1 September 2023
116,808


Additions
9,511



At 31 August 2024
126,319




Page 37

 
OPTIMISE MEDIA GROUP LIMITED
 

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

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Holding

Optimise Media (UK) Limited
Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP
100%
Optimise Media (Europe) Limited
Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP
100%
Optimise Media Limited
Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP
100%
Optimise Services (Australia) Pty Ltd
Suite 1, Level 2, 3 Carlingford Road, Epping, NSW, 2121, Australia
63.16%
Optimise Media (Global) PTE Ltd
133 Cecil Street, #15-02, Keck Seng Tower, Singapore, 069535
100%
Optimise Media (SEA) PTE Ltd
133 Cecil Street, #15-02, Keck Seng Tower, Singapore, 069535
100%
Optimise Media (HK) Ltd
Room 2302, 23 F, Lee Garden Two, 28 Yun Ping Road, Causeway Bay, Hong Kong
100%
Optimise Media (MEA) PTE Ltd
133 Cecil Street, #15-02, Keck Seng Tower, Singapore, 069535
100%
Optimise Media FZE Ltd
FZH 160 SRT, 4th Floor Sheik Rashid Tower, Dubai World Trade Centre, Sheikh Zayed Road, Dubai
100%
Optimise Media Group Services Private Limited
Innov8 CP2 44, Backary Portion, 2nd Floor, Regal Building, New Delhi 110001, India
100%

Page 38

 
OPTIMISE MEDIA GROUP LIMITED
 

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

13.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Trade debtors
17,075,269
17,851,575
-
-

Amounts owed by group undertakings
-
-
20,858
83,923

Other debtors
903,109
902,129
3,023
3,118

Prepayments and accrued income
152,586
147,653
8,614
9,174

18,130,964
18,901,357
32,495
96,215


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


14.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Payments received on account
1,890,346
875,325
-
-

Trade creditors
17,296,969
17,792,980
42,704
30,044

Amounts owed to group undertakings
-
-
1,060,903
620,934

Corporation tax
262,822
139,715
-
-

Other taxation and social security
229,241
335,696
45,794
30,219

Other creditors
106,372
-
-
-

Accruals and deferred income
585,111
706,272
48,000
57,904

20,370,861
19,849,988
1,197,401
739,101


The Company's bank has security over all assets of the Company as security against facilities across the Group.
Amounts owed to group undertakings, relating to the Company, are unsecured, interest free, and have no fixed date of repayment.


15.


Creditors: Amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
-
150,433


Bank loans are secured against the underlying assets to which they relate to.

Page 39

 
OPTIMISE MEDIA GROUP LIMITED
 

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

16.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Financial assets

Financial assets held at amortised cost
22,960,258
22,436,984
440,399
169,948


Financial liabilities

Financial liabilities held at amortised cost
19,878,799
19,525,010
1,151,607
708,882


Financial assets held at amortised cost include: trade debtors, other debtors, amounts owed by fellow group entities, and cash at bank. Due to the short term nature, the carrying value approximates their fair value.


Financial liabilities held at amortised cost include: trade creditors, other creditors, accruals, loans and amounts owed to fellow group entities. Due to the short term nature, the carrying value approximates their fair value.


17.


Deferred taxation


Group





2024


£






At beginning of year
(43,606)


Charged to profit or loss
(214,569)



At end of year
(258,175)

Page 40

 
OPTIMISE MEDIA GROUP LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
 
17.Deferred taxation (continued)

Company




2024


£






At beginning of year
(261,871)


Charged to profit or loss
(27,228)



At end of year
(289,099)

The provision for deferred taxation is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
(294,702)
(257,303)
(289,099)
(261,871)

Other temporary timing differences
36,527
213,697
-
-

(258,175)
(43,606)
(289,099)
(261,871)


18.


Share capital

2024
2023
£
£

Issued called up and full paid (group and company)


943,952 (2023: 943,952) Ordinary A shares of £0.0001 each
94
94

55,001 (2023: 55,001) Ordinary B shares of £0.0001 each
6
6

80,888 (2023: 80,888) Ordinary C shares of £0.0001 each
8
8

108
108

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.

Page 41

 
OPTIMISE MEDIA GROUP LIMITED
 

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

19.


Reserves

Share based payment reserve

Movement of the Group's equity-based share options.

Share premium

Amounts transferred from the Group's share-based payment reserve on exercise of equity-based share options.

Capital redemption reserve

Amounts transferred from the Group's share capital on redemption of issued shares.

Non-controlling interest

The portion of net gains/losses and transactions with owners (e.g. dividends), who hold a minority interest in a subsidary company of the Group.

Foreign exchange reserve

Gains/losses arising on retranslating Group's net assets of overseas operations into presentation currency.

Capital contribution reserve

Capital contribution arising on the disposal of subsidiary entities not conducted at arms length with owners' of the Group.

Retained earnings

All other Group net gains/losses and transactions with owners (e.g. dividends) not recognised elsewhere.


20.


Share based payments

The Group 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 Company.
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).

Page 42

 
OPTIMISE MEDIA GROUP LIMITED
 

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

21.


Contingent liabilities

The Group have agreed to guarantee £400,000 towards a mortgage for a company with common directors and shareholders.


22.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost and charge represents contributions payable by the Group to the fund and amounted to £138,093 (2023: £159,680). At 31 August 2024, £13,962 (2023: £12,582) was due to the fund.


23.


Commitments under operating leases

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


Group
Group
2024
2023
£
£

Not later than 1 year
85,813
132,207

Later than 1 year and not later than 5 years
36,135
44,494

121,948
176,701

Page 43

 
OPTIMISE MEDIA GROUP LIMITED
 

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

24.


Related party transactions

The Group and Company has taken advantage of the exemption to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
Related party transactions have occurred on normal commercial terms and are as follows:
Group
Income from a related party
- Company under the control of a director   £9,121 (2023: £Nil).
Expenditure to a related party
- Company with common director and shareholder  £11,137 (2023: £97,072).
- Company under the control of a director   £487,030 (2023: £692,108).
- Remuneration paid to close family of a director  £27,390 (2023: £26,590).
- A Company in which an immediate family member of a director has a controlling interest             £Nil (2023: £8,939).
Amounts due to a related party
- Company with common director and shareholder £Nil (2023: £1,098).
- Company under the control of a director   £31,695 (2023: £7,255).
Amounts due from a related party
- Company under the control of a director   £770,401 (2023: £1,049,931).
Company
Amounts due from a related party
- Company under the control of a director   £3,023 (2023: £Nil).


25.


Post balance sheet events

On 21 October 2024 a dividend was declared of £200,000. On 6 November 2024 a dividend was declared of £3,049. On 14 January 2025 a dividend was declared of £300,000. On 14 April 2025 a dividend was declared of £155,000. Total dividends declared after the year end is £658,049.

Page 44