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Company Registration number: 14574221

TVG Media Holdings Limited

Annual Report and Consolidated Financial Statements

for the Year Ended 30 April 2025

 

TVG Media Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 3

Directors' Report

4 to 5

Statement of Directors' Responsibilities

6

Independent Auditor's Report

7 to 10

Consolidated Profit and Loss Account

11

Consolidated Statement of Comprehensive Income

12

Consolidated Balance Sheet

13

Balance Sheet

14

Consolidated Statement of Changes in Equity

15

Statement of Changes in Equity

16

Consolidated Statement of Cash Flows

17

Notes to the Financial Statements

18 to 34

 

TVG Media Holdings Limited

Company Information

Directors

R Kantor

C Leyton

S P Capon-Leyton

J Rainbow

D Ball

Registered office

The Pixel Unit 5.19 Paintworks
Bath Road
Bristol
BS4 3EH

Auditors

Albert Goodman LLP 5th Floor
25 King Street
Bristol
BS1 4PB

 

TVG Media Holdings Limited

Strategic Report for the Year Ended 30 April 2025

The directors present their strategic report for the year ended 30 April 2025.

Principal activity

The principal activity of the group is that of a digital commerce agency specialising in end‑to‑end e‑commerce solutions - including strategy, UX, technical implementation, optimisation, and support - with deep expertise in Adobe Commerce and Adobe Experience Cloud.

The principal activity of the company is that of a holdings company.

The company was incorporated on 6 January 2023, and acquired the entire share capital of TVG Media Limited on 15 March 2023.

Fair review of the business

The 2024/25 financial year marked continued progress for the group, despite some mid-year volatility. Total revenue reached £10.34m, representing a 20.94% increase year-on-year, though slightly under the annual target of £10.77m (96.00%). A strong H1 performance was partially offset by revenue declines in Q3 and Q4.

Profitability remained solid, with net profit at £2.15m, and EBITDA rising to £4.14m, a 19.0% YoY increase.

The group grew headcount by 17, with total staffing costs of £3.69m. While Sales per Employee initially dipped, improved correlation between staffing and output was seen by year-end. Efficiency measures are planned to drive improved revenue per head.

The top 10 clients contributed 66.24% of revenue, with substantial YoY growth observed across several clients. Diversification of the client base is ongoing and aligns with strategic resilience goals.

Looking ahead to FY 25/26, the business forecasts revenue of £13.8m (+33.98%), with further gains in profitability, driven by focused investment, geographic expansion, and operational efficiencies.

The retention of significant profits means the group is well placed to achieve its growth whilst providing fair degree of operational flexibility.

 

TVG Media Holdings Limited

Strategic Report for the Year Ended 30 April 2025

Principal risks and uncertainties

The directors consider the following to be the principal risks and uncertainties facing the business:

1. Client Concentration Risk
While the group maintains a diverse client base (38 clients during the financial year), there is a degree of concentration in key clients. This concentration introduces a degree of dependency, where the loss or underperformance of a key client could have a material impact on financial performance. Ongoing efforts are in place to deepen relationships across a wider base of clients and pursue strategic new business development.

2. Platform Dependency and Market Shifts
The business has built a strong market position through deep specialisation in Adobe Commerce and Adobe Experience Cloud. While this specialism has underpinned competitive advantage and growth, it also introduces risk in the event of market shifts — particularly from alternative platforms such as Shopify, which continue to gain traction in the mid-to-enterprise commerce space. To mitigate this, the group is actively expanding its service offering across the broader Adobe Digital ecosystem and exploring adjacent technologies that complement core capabilities.

3. General Economic and Market Volatility
The digital commerce sector remains sensitive to broader macroeconomic uncertainty, which can influence client budgets, project timelines, and investment priorities. Although the group's client portfolio spans multiple sectors and scales, clients' business performance and market conditions inevitably impact demand for services. The group monitors client health and market trends closely to ensure agility in resourcing and planning.

Approved by the Board on 30 July 2025 and signed on its behalf by:


C Leyton
Director

   
 

TVG Media Holdings Limited

Directors' Report for the Year Ended 30 April 2025

The directors present their report and the consolidated financial statements for the year ended 30 April 2025.

The company was incorporated on 6 January 2023. The comparative period is therefore for the 14 months ended 30 April 2024.

Directors of the group

The directors who held office during the year were as follows:

R Kantor

C Leyton

S P Capon-Leyton

J Rainbow

D Ball

Financial instruments

Objectives and policies

The group's principal financial instruments are all relatively standard and comprise bank balances, trade creditors, trade debtors, loans to the group and finance lease agreements. The main purpose of these instruments is to raise funds for the group's operations and to finance the group's operations.

Price risk, credit risk, liquidity risk and cash flow risk

Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest. The group makes use of money market facilities where funds are available.

In respect of loans these comprise loans from the directors and loans from financial institutions. The interest rate on the loans from financial institutions is variable but the monthly repayments are fixed. The group manages the liquidity risk by ensuring there are sufficient funds to meet the payments. The loans from the directors are interest free and payable on demand. The directors are aware of the group's required finance and have determined that these will only be repaid in whole or in part when finance is available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to settle amounts as they fall due.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

The auditors Albert Goodman LLP are deemed to be reappointed under section 487(2) of the Companies Act 2006.

 

TVG Media Holdings Limited

Directors' Report for the Year Ended 30 April 2025

Future Developments

The future developments of the business are included within the strategic report.

Approved by the Board on 30 July 2025 and signed on its behalf by:


C Leyton
Director

   
 

TVG Media Holdings Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities 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 the company 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 and apply them consistently;

make judgements 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the 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 the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

TVG Media Holdings Limited

Independent Auditor's Report to the Members of TVG Media Holdings Limited

Opinion

We have audited the financial statements of TVG Media Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, 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).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 30 April 2025 and of the group'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 auditor 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 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.

 

TVG Media Holdings Limited

Independent Auditor's Report to the Members of TVG Media Holdings Limited

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter prescribed by the Companies Act 2006

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

the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of our 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 and the Directors' Report.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

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

the parent 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 Statement of Directors' Responsibilities set out on page 6, 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 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

 

TVG Media Holdings Limited

Independent Auditor's Report to the Members of TVG Media Holdings Limited

Auditor 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 extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The extent to which the audit was considered capable of detecting irregularities including fraud

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

we identified the laws and regulations applicable to the group through discussions with directors and other management, and from our commercial knowledge and experience of the technology sector;

we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group, including the Companies Act 2006, taxation legislation, employment and health and safety legislation;

we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;

tested journal entries to identify unusual transactions;

assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

 

TVG Media Holdings Limited

Independent Auditor's Report to the Members of TVG Media Holdings Limited

agreeing financial statement disclosures to underlying supporting documentation;

reading the minutes of meetings of those charged with governance; and

enquiring of management as to actual and potential litigation and claims.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 auditor's report.

Other matter - comparative information

We draw attention to the fact that the comparative information presented as at and for the period ended 30 April 2024 has not been audited. Accordingly, we do not express an opinion on the comparative information.

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.





Christopher Walford FCA (Senior Statutory Auditor)
For and on behalf of Albert Goodman LLP, Statutory Auditor

5th Floor
25 King Street
Bristol
BS1 4PB

30 July 2025

 

TVG Media Holdings Limited

Consolidated Profit and Loss Account
for the Year Ended 30 April 2025

Note

Year ended 30 April 2025
 £

Unaudited

1 March 2023 to 30 April 2024
 £

Turnover

3

10,337,559

9,460,017

Cost of sales

 

(1,812,061)

(1,847,303)

Gross profit

 

8,525,498

7,612,714

Administrative expenses

 

(5,963,930)

(5,653,980)

Other operating income

4

13,200

50,479

Operating profit

5

2,574,768

2,009,213

Other interest receivable and similar income

6

22,404

38,335

Interest payable and similar charges

7

(446,246)

(548,272)

Profit before tax

 

2,150,926

1,499,276

Taxation

11

(930,960)

(845,498)

Profit for the financial year

 

1,219,966

653,778

Profit/(loss) attributable to:

 

Owners of the company

 

1,219,966

653,778

 

TVG Media Holdings Limited

Consolidated Statement of Comprehensive Income
for the Year Ended 30 April 2025

2025
£

Unaudited

1 March 2023 to 30 April 2024
£

Profit for the year

1,219,966

653,778

Total comprehensive income for the year

1,219,966

653,778

Total comprehensive income attributable to:

Owners of the company

1,219,966

653,778

 

TVG Media Holdings Limited

(Registration number: 14574221)
Consolidated Balance Sheet as at 30 April 2025

Note

2025
£

Unaudited

2024
£

Fixed assets

 

Intangible assets

12

12,107,347

13,644,988

Tangible assets

13

601,086

578,950

Investment property

14

240,000

240,000

 

12,948,433

14,463,938

Current assets

 

Debtors

17

2,550,704

1,891,536

Cash at bank and in hand

 

1,652,504

2,438,738

 

4,203,208

4,330,274

Creditors: Amounts falling due within one year

19

(3,570,941)

(3,127,065)

Net current assets

 

632,267

1,203,209

Total assets less current liabilities

 

13,580,700

15,667,147

Creditors: Amounts falling due after more than one year

19

(4,632,539)

(7,804,396)

Provisions for liabilities

20

(28,911)

(23,467)

Net assets

 

8,919,250

7,839,284

Capital and reserves

 

Called up share capital

22

7,749,999

7,749,999

Retained earnings

1,169,251

89,285

Equity attributable to owners of the company

 

8,919,250

7,839,284

Shareholders' funds

 

8,919,250

7,839,284

Approved and authorised by the Board on 30 July 2025 and signed on its behalf by:
 


C Leyton
Director

   
 

TVG Media Holdings Limited

(Registration number: 14574221)
Balance Sheet as at 30 April 2025

Note

2025
£

(As restated)
Unaudited

2024
£

Fixed assets

 

Investments

15

25,156,275

25,156,275

Current assets

 

Cash at bank and in hand

 

1,865

13,847

Creditors: Amounts falling due within one year

19

(1,768,880)

(1,327,118)

Net current liabilities

 

(1,767,015)

(1,313,271)

Total assets less current liabilities

 

23,389,260

23,843,004

Creditors: Amounts falling due after more than one year

19

(9,363,766)

(9,245,865)

Net assets

 

14,025,494

14,597,139

Capital and reserves

 

Called up share capital

22

7,749,999

7,749,999

Retained earnings

6,275,495

6,847,140

Shareholders' funds

 

14,025,494

14,597,139

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes as it prepares group accounts. The company made a loss after tax for the financial year of £431,645 (2024 - profit of £6,947,140).

Approved and authorised by the Board on 30 July 2025 and signed on its behalf by:
 


C Leyton
Director

   
 

TVG Media Holdings Limited

Consolidated Statement of Changes in Equity
for the Year Ended 30 April 2025

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 May 2024 (unaudited)

7,749,999

89,285

7,839,284

7,839,284

Profit for the year

-

1,219,966

1,219,966

1,219,966

Dividends

-

(140,000)

(140,000)

(140,000)

At 30 April 2025

7,749,999

1,169,251

8,919,250

8,919,250

Share capital
£

Retained earnings
£

Total
£

Total equity
£

At 1 March 2023 (unaudited)

1

-

1

1

Profit for the year

-

653,778

653,778

653,778

Dividends

-

(564,493)

(564,493)

(564,493)

New share capital subscribed

357,140

-

357,140

357,140

Preference share movements

7,392,858

-

7,392,858

7,392,858

At 30 April 2024 (unaudited)

7,749,999

89,285

7,839,284

7,839,284

 

TVG Media Holdings Limited

Statement of Changes in Equity
for the Year Ended 30 April 2025

Share capital
£

Retained earnings
£

Total
£

At 1 May 2024 (unaudited)

7,749,999

6,847,140

14,597,139

Loss for the year

-

(431,645)

(431,645)

Dividends

-

(140,000)

(140,000)

At 30 April 2025

7,749,999

6,275,495

14,025,494

(As restated)

Share capital
£

Retained earnings
£

Total
£

At 1 March 2023 (unaudited)

357,141

-

357,141

Profit for the year

-

6,947,140

6,947,140

Dividends

-

(100,000)

(100,000)

Preference share movements

7,392,858

-

7,392,858

At 30 April 2024 (unaudited)

7,749,999

6,847,140

14,597,139

 

TVG Media Holdings Limited

Consolidated Statement of Cash Flows
for the Year Ended 30 April 2025

Note

Year ended 30 April 2025
 £

Unaudited

1 March 2023 to 30 April 2024
 £

Cash flows from operating activities

Profit for the year

 

1,219,966

653,778

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

1,565,571

1,775,133

Finance income

6

(22,404)

(38,335)

Finance costs

7

446,246

548,272

Income tax expense

11

930,960

845,498

 

4,140,339

3,784,346

Working capital adjustments

 

Increase in trade debtors

17

(659,168)

(889,882)

Increase in trade creditors

19

145,383

207,712

Increase in deferred income, including government grants

 

42,489

11,708

Cash generated from operations

 

3,669,043

3,113,884

Income taxes paid

11

(1,109,619)

(646,187)

Net cash flow from operating activities

 

2,559,424

2,467,697

Cash flows from investing activities

 

Interest received

22,404

38,335

Acquisitions of tangible assets

(50,066)

(37,889)

Acquisition of subsidaries (net of cash)

12

-

(1,195,286)

Net cash flows from investing activities

 

(27,662)

(1,194,840)

Cash flows from financing activities

 

Interest paid

7

(446,246)

(548,272)

Proceeds from bank borrowing draw downs

 

-

3,125,000

Repayment of bank borrowing

 

(1,274,250)

(846,354)

Repayment of other borrowing

 

(1,457,500)

-

Dividends paid

(140,000)

(564,493)

Net cash flows from financing activities

 

(3,317,996)

1,165,881

Net (decrease)/increase in cash and cash equivalents

 

(786,234)

2,438,738

Cash and cash equivalents at 1 May 2024

 

2,438,738

-

Cash and cash equivalents at 30 April 2025

 

1,652,504

2,438,738

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
The Pixel Unit 5.19 Paintworks
Bath Road
Bristol
BS4 3EH

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

These financial statements are presented in Sterling (£).

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 April 2025.

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

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

Based on the factors set out in the Strategic Report, the Directors have made the assessment that the group is a going concern and these financial statements have been prepared on that basis.

Key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period. If the revision affects both current and future periods then it is recognised in both the current and future periods.

Carrying value of the goodwill
The carrying value of the goodwill is assessed by the directors annually for any indication of impairment. None has been identified. In addition the directors consider annually the economic life of the asset and the amortisation rate applied.

Investment carrying value
A key estimate in the accounts relates to the investment carrying value. The director has assessed the investment for impairment on a net realisable value basis concluding that neither the investment nor the amounts due from related parties are impaired. There is a high degree of subjectivity with regards these valuations and so the director will continue to monitor the position closely.

Impairment of intercompany
At the balance sheet date, balances were due between entities within the group totalling £4,731,227 (2023 - £1,441,472) which were all eliminated on consolidation. These balances are considered by management to be fully recoverable based on post year end management accounts, as well as projections and forecasts.

Turnover recognition

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the customer. Revenue from services is recognised as they are delivered.

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred tax is recognised on timing differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Deferred tax liabilities are presented within provisions for liabilities on the balance sheet.

Tangible assets

Tangible assets are stated at cost, less accumulated depreciation and accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Land and buildings

100 years straight line

Plant and machinery

4 years straight line

Fixtures and fittings

4 years straight line

Investment property

Investment property is carried at fair value, derived from the current market prices for comparable real estate determined annually. The valuers use observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset. Changes in fair value are recognised in profit or loss.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date. Goodwill is amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be made.

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10 years straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.


Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables.

Other debtors and loans receivable are initially recognised at fair value net of transaction costs and are subsequently measured at amortised cost using the effective interest method less any provision for impairment.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

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

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Assets held under hire purchase agreements are capitalised as tangible fixed assets with the future obligation being recognised as a liability. Finance costs are recognised in the Profit and Loss Account calculated at a constant periodic rate of interest over the term of the liability.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Dividends

Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

Defined contribution pension obligation

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 payments obligations.

The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

Reserves

Called up share capital represents the nominal value of shares that have been issued.

Profit and loss account includes all current and prior period profits and losses.

3

Turnover

The analysis of the group's Turnover, which arose wholly within the UK, for the year from continuing operations is as follows:

2025
£

2024
£

Sale of services

10,337,559

9,460,017

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

4

Other operating income

The analysis of the group's other operating income for the year is as follows:

2025
£

2024
£

Rental income

13,200

50,479

5

Operating profit

Arrived at after charging/(crediting)

2025
£

2024
£

Depreciation expense

27,930

43,707

Amortisation expense

1,537,641

1,731,426

6

Other interest receivable and similar income

2025
£

2024
£

Other finance income

22,404

38,335

7

Interest payable and similar expenses

2025
£

2024
£

Interest on bank overdrafts and borrowings

157,728

164,094

Interest expense on other finance liabilities

288,518

384,178

446,246

548,272

8

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2025
£

2024
£

Wages and salaries

3,252,459

2,781,770

Social security costs

377,935

298,934

Other short-term employee benefits

67,735

73,174

Pension costs, defined contribution scheme

76,834

106,750

Recruitment costs

131,338

100,260

Other employee expense

44,101

26,701

3,950,402

3,387,589

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2025
No.

2024
No.

Production

79

64

Administration and support

13

11

92

75

9

Directors' remuneration

The directors' remuneration for the year was as follows:

2025
£

2024
£

Remuneration

464,894

453,968

Contributions paid to money purchase schemes

7,830

9,721

472,724

463,689

During the year the number of directors who were receiving benefits and share incentives was as follows:

2025
No.

2024
No.

Accruing benefits under defined benefit pension scheme

3

3

In respect of the highest paid director:

2025
£

2024
£

Remuneration

100,000

100,000

10

Auditors' remuneration

2025
£

2024
£

Audit of these financial statements

14,975

-


 

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

11

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2025
£

2024
£

Current taxation

UK corporation tax

925,516

839,993

Deferred taxation

Arising from origination and reversal of timing differences

5,444

5,505

Tax expense in the income statement

930,960

845,498

The tax on profit before tax for the year is the same as the standard rate of corporation tax in the UK (2024 - the same as the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

2025
£

2024
£

Profit before tax

2,150,926

1,499,276

Corporation tax at standard rate

537,732

374,819

Tax increase from effect of capital allowances and depreciation

385,440

470,679

Effect of expense not deductible in determining taxable profit (tax loss)

7,788

-

Total tax charge

930,960

845,498

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

12

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 May 2024

15,376,414

15,376,414

At 30 April 2025

15,376,414

15,376,414

Amortisation

At 1 May 2024

1,731,426

1,731,426

Amortisation charge

1,537,641

1,537,641

At 30 April 2025

3,269,067

3,269,067

Carrying amount

At 30 April 2025

12,107,347

12,107,347

At 30 April 2024

13,644,988

13,644,988

13

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Plant and machinery
 £

Total
£

Cost or valuation

At 1 May 2024

557,304

224,988

85,722

868,014

Additions

-

50,066

-

50,066

At 30 April 2025

557,304

275,054

85,722

918,080

Depreciation

At 1 May 2024

46,866

160,961

81,237

289,064

Charge for the period

4,119

23,811

-

27,930

At 30 April 2025

50,985

184,772

81,237

316,994

Carrying amount

At 30 April 2025

506,319

90,282

4,485

601,086

At 30 April 2024

510,438

64,027

4,485

578,950

Included within the net book value of land and buildings above is £506,319 (2024 - £510,438) in respect of freehold land and buildings.
 

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

14

Investment properties

Group

30 April 2025
 £

At 30 April 2025

240,000

The directors consider that at 30 April 2025 the fair value of the investment properties remains materially unchanged.

The fair value of freehold investment properties is based on the directors' best estimate, having considered properties of a similar nature, condition and location.

15

Investments

Company

2025
£

2024
£

Investments in subsidiaries

25,156,275

25,156,275

Subsidiaries

£

Cost or valuation

At 1 May 2024

25,156,275

Provision

Carrying amount

At 30 April 2025

25,156,275

At 30 April 2024

25,156,275

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2025

2024

Subsidiary undertakings

TVG Media Limited

The Pixel Unit 5.19 Paintworks
Bath Road
Bristol
BS4 3EH

Class A

100%

100%

 

     
 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

16

Business combinations

On 15 March 2023, TVG Media Holdings Limited acquired 100% of the issued share capital of TVG Media Limited , obtaining control.

TVG Media Limited contributed £9,460,017 revenue and £5,026,430 to the group's post tax profit for the period between the date of acquisition and 30 April 2024.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2025
£

Fair value
2025
£

Assets and liabilities acquired

Financial assets

10,412,644

10,412,644

Tangible assets

824,768

824,768

Financial liabilities

(1,457,551)

(1,457,551)

Total identifiable assets

9,779,861

9,779,861

Goodwill

15,376,414

15,376,414

Total consideration

25,156,275

25,156,275

Satisfied by:

Cash

10,700,000

10,700,000

Equity instruments

7,500,000

7,500,000

Debt instruments

6,800,000

6,800,000

Other

156,275

156,275

Total consideration transferred

25,156,275

25,156,275

Cash flow analysis:

Cash consideration

10,700,000

10,700,000

Less: cash and cash equivalent balances acquired

(9,293,784)

(9,293,784)

Net cash outflow arising on acquisition

1,406,216

1,406,216

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

17

Debtors

 

Group

Company

Current

2025
£

2024
£

2025
£

2024
£

Trade debtors

1,996,376

1,770,296

-

-

Other debtors

71,641

8,988

-

-

Prepayments

145,512

112,252

-

-

Accrued income

337,175

-

-

-

 

2,550,704

1,891,536

-

-

18

Cash and cash equivalents

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Cash at bank

1,652,504

2,438,738

1,865

13,847

19

Creditors

   

Group

Company

Note

30 April 2025
 £

(As restated)
30 April 2024
 £

30 April 2025
 £

(As restated)
30 April 2024
 £

Due within one year

 

Loans and borrowings

23

1,714,357

1,274,250

1,714,357

1,274,250

Trade creditors

 

210,239

148,257

-

-

Social security and other taxes

 

805,666

606,257

-

-

Other creditors

 

89,040

84,460

44,170

44,170

Accrued expenses

 

255,926

376,514

740

3,739

Corporation tax

11

441,516

625,619

9,613

4,959

Deferred income

 

54,197

11,708

-

-

 

3,570,941

3,127,065

1,768,880

1,327,118

Due after one year

 

Loans and borrowings

23

4,632,539

7,804,396

4,632,539

7,804,396

Amounts owed by group

 

-

-

4,731,227

1,441,469

 

4,632,539

7,804,396

9,363,766

9,245,865

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

20

Provisions for liabilities

Group

Deferred tax
£

Total
£

At 1 May 2024

23,467

23,467

Increase (decrease) in existing provisions

5,444

5,444

At 30 April 2025

28,911

28,911

Deferred tax

Group

Deferred tax assets and liabilities

2025

Asset
£

Liability
£

Accelerated capital allowances

-

22,885

Other items

-

6,026

-

28,911

2024

Asset
£

Liability
£

Accelerated capital allowances

-

16,291

Other items

-

7,176

-

23,467

21

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £76,834 (2024 - £106,750).

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

22

Share capital

Allotted, called up and fully paid shares

 

30 April 2025

30 April 2024

 

No.

£

No.

£

Ordinary 'A' shares of £1 each of £1 each

357,141

357,141

357,141

357,141

Preference shares of £1 each of £1 each

7,392,858

7,392,858

7,392,858

7,392,858

 

7,749,999

7,749,999

7,749,999

7,749,999

Rights, preferences and restrictions

Ordinary A shares have the following rights, preferences and restrictions:
Ordinary A shares entitle the holder to receive dividends if declared, their share of net assets on a winding up and the right to receive notice of and to attend, speak and vote at all general meetings of the company.

Preference shares have the following rights, preferences and restrictions:
Preference shares are entitled to receive an annual dividend of 0.01% of the nominal value. They are entitled to the nominal value of the shares on winding up, on preference to the ordinary shares. These are not redeemable.

Preference shares - prior period adjustment

Directors have reassessed the terms and conditions in relation to the preference shares in issue, concluding that these are in fact an equity instrument and not a debt instrument as concluded in 2024. As a result, the preference shares previously being disclosed as creditors due over 1 year have been restated as share capital. There has been no impact on the profit and loss reserve as a result.

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

23

Loans and borrowings

Current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Bank borrowings

742,357

1,274,250

742,357

1,274,250

Other borrowings

972,000

-

972,000

-

1,714,357

1,274,250

1,714,357

1,274,250

Non-current loans and borrowings

 

Group

Company

2025
£

2024
£

2025
£

2024
£

Bank borrowings

262,039

1,004,396

262,039

1,004,396

Other borrowings

4,370,500

6,800,000

4,370,500

6,800,000

4,632,539

7,804,396

4,632,539

7,804,396

Group

Bank borrowings

Bank borrowing is denominated in sterling with a nominal interest rate of 2.20% above Base Rate, and the final instalment is due on 19 February 2027. The carrying amount at year end is £1,004,396 (2024 - £2,278,646). The loan is secured against debentures and includes a cross gurantee.

Other borrowings

Other borrowing is denominated in sterling with a nominal interest rate of 5%, and the final instalment is due on 15 March 2030. The carrying amount at year end is £5,342,500 (2024 - £6,800,000).

Other loans are due to directors and shareholders of the group.

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

24

Contingent liabilities

Group

The group has provided an unlimited guarantee in favour of The Royal Bank of Scotland PLC covering the liabilities of all companies within the TVG Media Holdings Limited group. The amount guaranteed is £Nil (2024 - £Nil). The bank has secured this debt against the freehold property owned by the companies and an unlimited debenture over all assets of the group.

25

Related party transactions

Group

Other transactions with directors

The only key management personnel are the directors. The aggregate compensation paid to them is the amount disclosed in note 9, Directors remuneration.

Summary of transactions with subsidiaries

The group has taken advantage of the exemption under Section 33.1A of FRS102 not to disclose transactions with other wholly owned Group entities.

The company acquired the entire share capital of TVG Media Limited on 15 March 2023.

Summary of transactions with other related parties

During the current and prior year the group received the following services from The Pixel Malta Limited, a company with common directors and shareholders.

 

TVG Media Holdings Limited

Notes to the Financial Statements
for the Year Ended 30 April 2025

Expenditure with and payables to related parties

2025

Key management
£

Other related parties
£

Rendering of services

-

512,785

Amounts payable to related party

5,342,500

42,073

2024

Key management
£

Other related parties
£

Rendering of services

-

477,985

Amounts payable to related party

6,800,000

41,537

Loans from related parties

2025

Key management
£

Total
£

At start of period

44,170

44,170

At end of period

44,170

44,170

2024

Key management
£

Total
£

Advanced

44,170

44,170

At end of period

44,170

44,170

26

Non adjusting events after the financial period

On 30 June 2025, the directors approved a final dividend of £180,000 in respect of the year ended 30 April 2025. This dividend has not been recognised as a liability in these financial statements. It will be accounted for in the period in which it is approved.

27

Controlling party

There is no ultimate controlling party.