Company registration number 11777083 (England and Wales)
THE FREETHINKING GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
THE FREETHINKING GROUP LIMITED
COMPANY INFORMATION
Directors
S N Feather
S J Crunden
D McKinney
L Herbert
G Jarvie
S S Watson
R I M Paterson
C Elder
(Appointed 29 April 2024)
Company number
11777083
Registered office
26 Cross Street
Manchester
M2 7AQ
Auditor
MHA
Chartered Accountants
6 St Colme Street
Edinburgh
EH3 6AD
THE FREETHINKING GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Profit and loss account
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 28
THE FREETHINKING GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 1 -

The directors present the strategic report for the year ended 31 March 2025.

Fair review of the business

The group delivered a resilient performance during a year of continued macroeconomic uncertainty. Turnover increased by 3.5% compared to the prior year - primarily due to fluctuations in client activity at Republic of Media Limited, including increased spend across some public sector campaigns - the group’s overall revenues increased by 2.9%, supported by holding our improved gross margin position and continued growth in non-core income.

 

Recent gross margin improvement was driven by enhanced terms of business with both new and existing clients and a continued focus on commercial discipline during a challenging trading environment.

 

Strategic investment in our infrastructure included the planned expansion and refurbishment of our core office space, enabling long-term operational efficiency and future growth. Combined with ongoing inflationary pressures across the business, this contributed to a year-on-year reduction in operating profits of 8%.

 

The balance sheet remains strong, with sustained positive cash flow and effective working capital management. Debtor days stood at 11 (2024: 11), reflecting continued focus on prompt collection and cash discipline.

 

Principal risks and uncertainties

Revenue concentration remains a characteristic of the marketing services sector. While the group continues to derive a material proportion of revenue from a limited number of clients, we have made further progress in diversifying the client portfolio across key growth sectors, including retail, alcohol and the public sector.

 

Core operations in regulated categories such as gambling and alcohol remain exposed to potential changes in legislation. While no major UK or Scottish regulatory shifts materialised during the year, the group continues to monitor this risk closely.

 

Broader economic conditions - including persistent inflation, cost-of-living pressures and restrained client budgets - continue to affect both costs and new business pipelines. Despite this, the Board believes the group remains well-positioned to maintain profitability and respond effectively to shifts in the market.

 

Cybersecurity also remains a key operational risk. The group retained its ISO27001 accreditation and continued to invest in external IT support to strengthen resilience across systems and data protection.

 

The group also recognises the emergence of AI-driven media planning tools as both a potential disruptor and a strategic opportunity. Dedicated working groups have been established to monitor developments and explore applications of AI that can improve planning, efficiency and client outcomes across our businesses.

Key performance indicators

The group uses a range of financial and operational performance indicators, with a continued focus on long-term profitability and margin management. While further metrics are used to inform decision-making, they have not been disclosed here due to commercial sensitivity.

 

THE FREETHINKING GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Promoting the success of the company

The directors continue to act in accordance with their duties under section 172 of the Companies Act 2006, with the aim of promoting the long-term success of the company for the benefit of its stakeholders.

 

As a group, we remain committed to diversification and expansion, and several new ventures are currently under review. These initiatives aim to broaden our income streams and enhance strategic flexibility.

 

Our Fair Work First commitments (outlined on the Republic of Media website) continue to underpin our people strategy. This includes our focus on belonging, wellbeing, equity, and inclusion - all of which remain integral to our culture and our ability to attract and retain the best talent in the sector.

 

Investment in Learning & Development increased again this year, supporting our ambition to grow a high-performing, values-driven workforce across all group entities. We continue to align our success with that of our clients, prioritising transparency, performance, and innovation. Our approach to planning is rooted in effectiveness, insight and cultural relevance, with each business within the group focused on delivering measurable value to clients.

 

Environmental and community responsibility remains a key consideration. In 2025, we retained our ISO14001 certification for environmental management at Republic of Media and continued to develop sustainable practices across the group.

 

Community engagement was also expanded, particularly in support of education and skills development for young people. This includes work with schools, a focus on social, emotional and behavioural development, and the introduction of a new apprenticeship scheme to help build a more inclusive talent pipeline into the industry.

We continue to develop our culture to be supportive, inclusive and diverse and have invested heavily in our Belonging, equity and inclusion programme. Investment in Learning & Development has again increased across the group as we continue to aim to train and retain the best talent to remain competitive.

 

We recognise that the success of our business is directly aligned with the success of our clients and all our efforts are directed to working in our client’s best interests.

 

Our environmental and community impact is an important consideration addressed through our policies in these areas and we continue to work to increase the environmental sustainability of our business including retaining our ISO140001 accreditation for Republic of Media Ltd.

 

The board previously identified cybersecurity as an area of risk. To understand and mitigate this risk, we also retained our information security certification (ISO27001) and invested further in external IT support.

On behalf of the board

S N Feather
Director
17 July 2025
THE FREETHINKING GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -

The directors present their annual report and financial statements for the year ended 31 March 2025.

Principal activities

The principal activity of the group is that of the provision of advertising consultancy services for the media industry.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £660,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

S N Feather
S J Crunden
C Brady
(Resigned 31 May 2025)
D McKinney
L Herbert
G Jarvie
S S Watson
R I M Paterson
C Elder
(Appointed 29 April 2024)
Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

 

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

Energy consumption data in kWh is obtained directly from billing data using published conversion factors. The conversion of kWh to Co2 emissions is calculated by reference to the UK Government's published conversion factors for company reporting.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting

The company consumed 56,367 kWh with a resultant greenhouse gas emission of 11 tonnes of CO2 equivalent.

 

The Intensity Ratio was 0.21 based on full time equivalents.

 

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full time equivalents, the recommended ratio for the sector.

 

The company is ISO 14001 Environmental Management accredited. The company has devised a Carbon Reduction plan and is on its way to improving its environmental impact.

 

In addition to this, this year we have enhanced our Travel & Expenses policy by implementing sustainable travel guidance to reduce our environmental impact.

THE FREETHINKING GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
S N Feather
Director
17 July 2025
THE FREETHINKING GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE FREETHINKING GROUP LIMITED
- 5 -
Opinion

We have audited the financial statements of The Freethinking Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).

In our opinion the financial statements:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

THE FREETHINKING GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE FREETHINKING GROUP LIMITED
- 6 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

Matters on which we are required to report by exception

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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

 

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud is detailed below: 

THE FREETHINKING GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE FREETHINKING GROUP LIMITED
- 7 -

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 is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Iain Binnie (Senior Statutory Auditor)
For and on behalf of MHA
17 July 2025
Chartered Accountants
Statutory Auditor
6 St Colme Street
Edinburgh
EH3 6AD
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales
(registered number OC455542).
THE FREETHINKING GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2025
- 8 -
2025
2024
Notes
£
£
Turnover
3
88,845,277
86,280,892
Cost of sales
(81,294,556)
(79,078,577)
Gross profit
7,550,721
7,202,315
Administrative expenses
(5,907,869)
(5,416,373)
Operating profit
4
1,642,852
1,785,942
Interest receivable and similar income
8
778,998
652,909
Amounts written off investments
9
(39,994)
-
Profit before taxation
2,381,856
2,438,851
Tax on profit
10
(618,885)
(638,295)
Profit for the financial year
1,762,971
1,800,556
Profit for the financial year is attributable to:
- Owners of the parent company
1,779,517
1,820,195
- Non-controlling interests
(16,546)
(19,639)
1,762,971
1,800,556

The profit and loss account has been prepared on the basis that all operations are continuing operations.

THE FREETHINKING GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 9 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
256,914
328,388
Investments
14
328,280
224,140
585,194
552,528
Current assets
Debtors
16
5,819,855
5,890,281
Cash at bank and in hand
22,623,829
25,042,480
28,443,684
30,932,761
Creditors: amounts falling due within one year
17
(23,126,358)
(26,662,226)
Net current assets
5,317,326
4,270,535
Total assets less current liabilities
5,902,520
4,823,063
Provisions for liabilities
18
(43,801)
(67,315)
Net assets
5,858,719
4,755,748
Capital and reserves
Called up share capital
21
67,812
67,812
Merger reserve
(1,265,259)
(1,265,259)
Employee share ownership trust
(314,269)
(314,269)
Share option reserve
51,543
51,543
Profit and loss reserves
7,363,806
6,244,289
Equity attributable to owners of the parent company
5,903,633
4,784,116
Non-controlling interests
(44,914)
(28,368)
5,858,719
4,755,748
The financial statements were approved by the board of directors and authorised for issue on 17 July 2025 and are signed on its behalf by:
17 July 2025
S N Feather
Director
THE FREETHINKING GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 MARCH 2025
31 March 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
13
3,287
2,882
Investments
14
1,374,050
1,374,050
1,377,337
1,376,932
Current assets
Debtors
16
1,810,161
1,746,794
Cash at bank and in hand
148,324
158,199
1,958,485
1,904,993
Creditors: amounts falling due within one year
17
(200,902)
(248,156)
Net current assets
1,757,583
1,656,837
Net assets
3,134,920
3,033,769
Capital and reserves
Called up share capital
21
67,812
67,812
Employee share ownership trust
(314,269)
(314,269)
Share option reserve
51,543
51,543
Profit and loss reserves
3,329,834
3,228,683
Total equity
3,134,920
3,033,769

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £761,151 (2024 - £880,160 profit).

The financial statements were approved by the board of directors and authorised for issue on 17 July 2025 and are signed on its behalf by:
17 July 2025
S N Feather
Director
Company Registration No. 11777083
THE FREETHINKING GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
Share capital
Merger reserve
Employee benefit trust
Share option reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 April 2023
67,812
(1,265,259)
(314,269)
-
5,047,094
3,535,378
(8,729)
3,526,649
Year ended 31 March 2024:
Profit and total comprehensive income
-
-
-
-
1,820,195
1,820,195
(19,639)
1,800,556
Dividends
11
-
-
-
-
(623,000)
(623,000)
-
(623,000)
Share based payments
-
-
-
51,543
-
51,543
-
51,543
Balance at 31 March 2024
67,812
(1,265,259)
(314,269)
51,543
6,244,289
4,784,116
(28,368)
4,755,748
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
-
1,779,517
1,779,517
(16,546)
1,762,971
Dividends
11
-
-
-
-
(660,000)
(660,000)
-
(660,000)
Balance at 31 March 2025
67,812
(1,265,259)
(314,269)
51,543
7,363,806
5,903,633
(44,914)
5,858,719
THE FREETHINKING GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 12 -
Share capital
Employee benefit trust
Share option reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 April 2023
67,812
(314,269)
-
2,971,523
2,725,066
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
880,160
880,160
Dividends
11
-
-
-
(623,000)
(623,000)
Share based payments
-
-
51,543
-
51,543
Balance at 31 March 2024
67,812
(314,269)
51,543
3,228,683
3,033,769
Year ended 31 March 2025:
Profit and total comprehensive income
-
-
-
761,151
761,151
Dividends
11
-
-
-
(660,000)
(660,000)
Balance at 31 March 2025
67,812
(314,269)
51,543
3,329,834
3,134,920
THE FREETHINKING GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025
- 13 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
25
(1,805,548)
7,746,871
Income taxes paid
(559,693)
(487,418)
Net cash (outflow)/inflow from operating activities
(2,365,241)
7,259,453
Investing activities
Purchase of tangible fixed assets
(28,274)
(336,952)
Proceeds on disposal of tangible fixed assets
-
1,999
Purchase of investments
(144,134)
(174,140)
Interest received
778,998
652,909
Net cash generated from investing activities
606,590
143,816
Financing activities
Dividends paid to equity shareholders
(660,000)
(623,000)
Net cash used in financing activities
(660,000)
(623,000)
Net (decrease)/increase in cash and cash equivalents
(2,418,651)
6,780,269
Cash and cash equivalents at beginning of year
25,042,480
18,262,211
Cash and cash equivalents at end of year
22,623,829
25,042,480
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 14 -
1
Accounting policies
Company information

The Freethinking Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 26 Cross Street, Manchester, M2 7AQ.

 

The group consists of The Freethinking Group Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company The Freethinking Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 March 2025.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The merger reserve represents the group reconstruction using the merger accounting principles which was undertaken on the 20 February 2019.

THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 15 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover represents the value of media handled by the company on behalf of clients, together with fees relating to media and research services provided. Media revenue is recognised when charges are made to clients, principally when advertisements appear in the media. Fees are recognised over the period of the relevant assignments or agreements.

1.5
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tenant's improvements
Shorter of the lease term or estimated useful life of assets
Fixtures, fittings & equipment
3 - 5 years
Computer equipment
3 years

Tangible assets are derecognised on disposal or when no future economic benefits are expected. The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

The carrying value of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Fixed asset unlisted investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 16 -
1.8
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Debtors

Debtors with no stated interest rate or receivable within one year are initially recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other operating expenses.

Creditors

Creditors with no stated interest rate payable within one year are recorded at transaction price.

1.9
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 17 -
1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.13
Share-based payments

Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the future maintainable earnings model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.

 

The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

1.16

Employee Benefit Trust (EBT)

The Freethinking Group Limited and Republic of Media Limited established the The Freethinking Group Limited Employee Benefit Trust and Republic of Media Limited Employee Benefit Trust respectively. They are discretionary trusts, for the purpose of providing incentives and benefits for employees of the company. The respective company sponsors and controls the EBT and therefore the assets and liabilities of the Trust are included in these financial statements.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors consider that there are no significant judgements, estimates or assumptions made which could have a material impact on these financial statements.

THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by geographical market
Europe
88,845,277
86,280,892
2025
2024
£
£
Other revenue
Interest income
778,998
652,909
4
Operating profit
2025
2024
£
£
Operating profit for the year is stated after charging:
Exchange losses
26
21
Depreciation of owned tangible fixed assets
99,628
72,456
Loss on disposal of tangible fixed assets
120
2,410
Operating lease charges
224,941
214,750
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
7,850
6,415
Audit of the financial statements of the company's subsidiaries
25,650
22,130
33,500
28,545
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Management
17
6
5
6
Administration
54
66
3
3
Total
71
72
8
9
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
6
Employees
(Continued)
- 19 -

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,298,426
3,119,928
500,846
537,752
Social security costs
362,721
334,159
55,959
67,335
Pension costs
150,735
151,253
32,448
39,439
3,811,882
3,605,340
589,253
644,526
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
790,787
782,163
Company pension contributions to defined contribution schemes
41,910
45,148
Sums paid to third parties for directors' services
23,000
20,000
855,697
847,311

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 7 (2024 - 7).

Remuneration disclosed above includes the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
163,972
159,249
Company pension contributions to defined contribution schemes
6,329
7,374
8
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
778,998
652,909
9
Amounts written off investments
2025
2024
£
£
Other gains and losses (note 13)
(39,994)
-
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 20 -
10
Taxation
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
642,736
585,573
Adjustments in respect of prior periods
197
(358)
Total current tax
642,933
585,215
Deferred tax
Origination and reversal of timing differences
(24,048)
53,080
Total tax charge
618,885
638,295

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2025
2024
£
£
Profit before taxation
2,381,856
2,438,851
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
595,464
609,713
Tax effect of expenses that are not deductible in determining taxable profit
18,749
27,831
Under/(over) provided in prior years
197
(358)
Effect of change in deferred tax rate
4,475
1,109
Taxation charge
618,885
638,295
11
Dividends
2025
2024
Recognised as distributions to equity holders:
£
£
Ordinary dividend paid
660,000
623,000
660,000
623,000
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 21 -
12
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2025
2024
Notes
£
£
In respect of:
Fixed asset investments
14
39,994
-
Recognised in:
Amounts written off investments
39,994
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

13
Tangible fixed assets
Group
Tenant's improvements
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
£
Cost
At 1 April 2024
318,187
115,013
184,357
617,557
Additions
8,094
348
19,832
28,274
Disposals
-
0
(19,869)
(55,404)
(75,273)
At 31 March 2025
326,281
95,492
148,785
570,558
Depreciation and impairment
At 1 April 2024
130,496
36,542
122,131
289,169
Depreciation charged in the year
44,513
19,023
36,092
99,628
Eliminated in respect of disposals
-
0
(19,869)
(55,284)
(75,153)
At 31 March 2025
175,009
35,696
102,939
313,644
Carrying amount
At 31 March 2025
151,272
59,796
45,846
256,914
At 31 March 2024
187,691
78,471
62,226
328,388
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
13
Tangible fixed assets
(Continued)
- 22 -
Company
Fixtures, fittings & equipment
Computer equipment
Total
£
£
£
Cost
At 1 April 2024
644
8,955
9,599
Additions
-
0
1,895
1,895
Disposals
(269)
(3,378)
(3,647)
At 31 March 2025
375
7,472
7,847
Depreciation and impairment
At 1 April 2024
307
6,410
6,717
Depreciation charged in the year
108
1,382
1,490
Eliminated in respect of disposals
(269)
(3,378)
(3,647)
At 31 March 2025
146
4,414
4,560
Carrying amount
At 31 March 2025
229
3,058
3,287
At 31 March 2024
337
2,545
2,882
14
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
1,374,050
1,374,050
Unlisted investments
328,280
224,140
-
0
-
0
328,280
224,140
1,374,050
1,374,050
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
14
Fixed asset investments
(Continued)
- 23 -
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 April 2024
238,170
Additions
144,134
At 31 March 2025
382,304
Impairment
At 1 April 2024
14,030
Impairment losses
39,994
At 31 March 2025
54,024
Carrying amount
At 31 March 2025
328,280
At 31 March 2024
224,140
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2024 and 31 March 2025
1,374,050
Carrying amount
At 31 March 2025
1,374,050
At 31 March 2024
1,374,050
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 24 -
15
Subsidiaries

Details of the company's subsidiaries at 31 March 2025 are as follows:

Name of undertaking
Registered office
Nature of business
Class of shares held
% Held Direct
Republic of Media Limited
1
Advertising consultancy
Ordinary
100.00
Numodo Limited
2
Advertising consultancy
Ordinary
100.00
Freethinking Capital Ltd
1
Investments
Ordinary
70.00
Intelligence22 Ltd
1
Marketing intelligence
Ordinary
90.00

Registered office addresses (all UK unless otherwise indicated):

1
26 Cross Street, Manchester, England, M2 7AQ
2
3 Ponton Street, 4th Floor, Edinburgh, Scotland, EH3 9QQ
16
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,651,418
2,732,942
-
0
-
0
Amounts owed by group undertakings
-
-
1,788,031
1,732,489
Other debtors
2,715,557
2,794,947
150
2,667
Prepayments and accrued income
450,748
360,794
21,980
11,638
5,817,723
5,888,683
1,810,161
1,746,794
Amounts falling due after more than one year:
Deferred tax asset (note 18)
2,132
1,598
-
0
-
0
Total debtors
5,819,855
5,890,281
1,810,161
1,746,794
17
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
£
£
£
£
Trade creditors
19,667,885
23,866,817
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,601
30,429
Corporation tax payable
356,051
272,811
109,558
141,223
Other taxation and social security
226,901
223,515
-
-
Other creditors
2,114,923
1,783,211
385
6,800
Accruals and deferred income
760,598
515,872
89,358
69,704
23,126,358
26,662,226
200,902
248,156
THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 25 -
18
Deferred taxation

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
Assets
Assets
2025
2024
2025
2024
Group
£
£
£
£
Accelerated capital allowances
43,801
67,315
-
-
Tax losses
-
-
2,132
1,598
43,801
67,315
2,132
1,598
The company has no deferred tax assets or liabilities.
Group
Company
2025
2025
Movements in the year:
£
£
Liability at 1 April 2024
65,717
-
Credit to profit or loss
(24,048)
-
Liability at 31 March 2025
41,669
-
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
150,735
151,253

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 26 -
20
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 April 2024
67,811
-
11.73
-
Granted
-
67,811
-
11.73
Outstanding at 31 March 2025
67,811
67,811
11.73
11.73
Exercisable at 31 March 2025
67,811
67,811
11.73
11.73

The options outstanding at the year end had an exercise price of 11.73, and a remaining contractual life of 8 years.

 

The fair value of the options as at the the year end is 12.85 and reflects the current price if shares were allotted.

Group and company

The weighted average fair value of options granted in the year was determined using future maintainable earnings. This is considered appropriate due to the long term nature of the potential exercise date.

 

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability and exercise restrictions.

 

Non-vesting conditions are taken into account when estimating the fair value of the option at grant date. Service conditions and non-market performance conditions are taken into account by adjusting the number of options expected to vest at each reporting date.

 

21
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of 10p each
271,250
271,250
27,125
27,125
Ordinary B Shares of 10p each
271,250
271,250
27,125
27,125
Ordinary C Shares of 10p each
67,810
67,810
6,781
6,781
Ordinary D Shares of 10p each
67,810
67,810
6,781
6,781
678,120
678,120
67,812
67,812

All the shares are Ordinary shares ranking pari passu in respect of management involvement and participating in winding up.

THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 27 -
22
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
251,006
251,606
-
-
Between two and five years
437,967
673,041
-
-
688,973
924,647
-
-
23
Related party transactions
Transactions with related parties

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2025
2024
Balance
Balance
£
£
Company
Subsidiary undertakings (not wholly owned)
374,530
226,960
24
Directors' transactions

Dividends totalling £660,000 (2024 - £623,000) were paid in the year in respect of shares held by the company's directors.

THE FREETHINKING GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 28 -
25
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Profit for the year after tax
1,762,971
1,800,556
Adjustments for:
Taxation charged
618,885
638,295
Investment income
(778,998)
(652,909)
Loss on disposal of tangible fixed assets
120
2,410
Depreciation and impairment of tangible fixed assets
99,628
72,456
Other gains and losses
39,994
-
Share based payments non-cash movement
-
51,543
Movements in working capital:
Decrease/(increase) in debtors
70,960
(2,077,115)
(Decrease)/increase in creditors
(3,619,108)
7,911,635
Cash (absorbed by)/generated from operations
(1,805,548)
7,746,871
26
Analysis of changes in net funds - group
1 April 2024
Cash flows
31 March 2025
£
£
£
Cash at bank and in hand
25,042,480
(2,418,651)
22,623,829
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