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Registered number:
FOR THE YEAR ENDED 31 AUGUST 2024
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OPTIMISE MEDIA GROUP LIMITED
COMPANY INFORMATION
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OPTIMISE MEDIA GROUP LIMITED
CONTENTS
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OPTIMISE MEDIA GROUP LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
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.
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.
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.
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OPTIMISE MEDIA GROUP LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
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%)
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.
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.
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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.
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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.
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.
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 2006. They 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.
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).
The directors who served during the year were:
The external environment remains competitive, and the Group plans to continue to innovate to maintain our position in each market.
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.
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OPTIMISE MEDIA GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Post balance sheet events are disclosed in note 25 of these financial statements.
The auditors, Price Bailey LLP, will 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.
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OPTIMISE MEDIA GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA GROUP LIMITED
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 policies. The 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).
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.
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.
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OPTIMISE MEDIA GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA GROUP LIMITED (CONTINUED)
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 Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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.
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.
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.
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OPTIMISE MEDIA GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA GROUP LIMITED (CONTINUED)
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.
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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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
Anglia House, 6 Central Avenue
St Andrews Business Park
Thorpe St Andrew
Norfolk
NR7 0HR
23 May 2025
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OPTIMISE MEDIA GROUP LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
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OPTIMISE MEDIA GROUP LIMITED
REGISTERED NUMBER: 04265719
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 May 2025.
The notes on pages 22 to 44 form part of these financial statements.
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OPTIMISE MEDIA GROUP LIMITED
REGISTERED NUMBER: 04265719
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024
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.
The notes on pages 22 to 44 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2023
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