Company Registration number:
TVG Media Holdings Limited
for the Year Ended 30 April 2025
TVG Media Holdings Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
TVG Media Holdings Limited
Company Information
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Directors |
R Kantor C Leyton S P Capon-Leyton J Rainbow D Ball |
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Registered office |
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Auditors |
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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
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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:
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
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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:
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select suitable accounting policies and apply them consistently; |
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make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
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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:
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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 |
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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:
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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; |
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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; |
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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; |
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we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and |
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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:
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making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and |
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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:
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performed analytical procedures to identify any unusual or unexpected relationships; |
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tested journal entries to identify unusual transactions; |
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assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and |
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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
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agreeing financial statement disclosures to underlying supporting documentation; |
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reading the minutes of meetings of those charged with governance; and |
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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.
For and on behalf of
5th Floor
25 King Street
BS1 4PB
TVG Media Holdings Limited
Consolidated Profit and Loss Account
for the Year Ended 30 April 2025
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Note |
Year ended 30 April 2025 |
Unaudited |
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Turnover |
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Cost of sales |
( |
( |
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Gross profit |
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Administrative expenses |
( |
( |
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Other operating income |
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Operating profit |
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Other interest receivable and similar income |
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Interest payable and similar charges |
( |
( |
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Profit before tax |
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Taxation |
( |
( |
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Profit for the financial year |
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Profit/(loss) attributable to: |
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Owners of the company |
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TVG Media Holdings Limited
Consolidated Statement of Comprehensive Income
for the Year Ended 30 April 2025
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2025 |
Unaudited |
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Profit for the year |
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Total comprehensive income for the year |
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Total comprehensive income attributable to: |
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Owners of the company |
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TVG Media Holdings Limited
(Registration number: 14574221)
Consolidated Balance Sheet as at 30 April 2025
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Note |
2025 |
Unaudited |
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Fixed assets |
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Intangible assets |
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Tangible assets |
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Investment property |
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Current assets |
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Debtors |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current assets |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Provisions for liabilities |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Retained earnings |
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Equity attributable to owners of the company |
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Shareholders' funds |
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Approved and authorised by the
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TVG Media Holdings Limited
(Registration number: 14574221)
Balance Sheet as at 30 April 2025
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Note |
2025 |
(As restated) |
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Fixed assets |
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Investments |
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Current assets |
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Cash at bank and in hand |
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Creditors: Amounts falling due within one year |
( |
( |
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Net current liabilities |
( |
( |
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Total assets less current liabilities |
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Creditors: Amounts falling due after more than one year |
( |
( |
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Net assets |
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Capital and reserves |
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Called up share capital |
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Retained earnings |
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Shareholders' funds |
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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
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TVG Media Holdings Limited
Consolidated Statement of Changes in Equity
for the Year Ended 30 April 2025
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Share capital |
Retained earnings |
Total |
Total equity |
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At 1 May 2024 (unaudited) |
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Profit for the year |
- |
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Dividends |
- |
( |
( |
( |
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At 30 April 2025 |
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Share capital |
Retained earnings |
Total |
Total equity |
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At 1 March 2023 (unaudited) |
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- |
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Profit for the year |
- |
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Dividends |
- |
( |
( |
( |
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New share capital subscribed |
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- |
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Preference share movements |
7,392,858 |
- |
7,392,858 |
7,392,858 |
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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
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Share capital |
Retained earnings |
Total |
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At 1 May 2024 (unaudited) |
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Loss for the year |
- |
( |
( |
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Dividends |
- |
( |
( |
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At 30 April 2025 |
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(As restated) |
Retained earnings |
Total |
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At 1 March 2023 (unaudited) |
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- |
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Profit for the year |
- |
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Dividends |
- |
( |
( |
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Preference share movements |
7,392,858 |
- |
7,392,858 |
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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
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Note |
Year ended 30 April 2025 |
Unaudited |
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Cash flows from operating activities |
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Profit for the year |
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Adjustments to cash flows from non-cash items |
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Depreciation and amortisation |
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Finance income |
( |
( |
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Finance costs |
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Income tax expense |
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Working capital adjustments |
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Increase in trade debtors |
( |
( |
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Increase in trade creditors |
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Increase in deferred income, including government grants |
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Cash generated from operations |
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Income taxes paid |
( |
( |
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Net cash flow from operating activities |
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Cash flows from investing activities |
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Interest received |
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Acquisitions of tangible assets |
( |
( |
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Acquisition of subsidaries (net of cash) |
- |
( |
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Net cash flows from investing activities |
( |
( |
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Cash flows from financing activities |
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Interest paid |
( |
( |
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Proceeds from bank borrowing draw downs |
- |
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Repayment of bank borrowing |
( |
( |
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Repayment of other borrowing |
( |
- |
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Dividends paid |
( |
( |
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Net cash flows from financing activities |
( |
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Net (decrease)/increase in cash and cash equivalents |
( |
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Cash and cash equivalents at 1 May 2024 |
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- |
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Cash and cash equivalents at 30 April 2025 |
1,652,504 |
2,438,738 |
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TVG Media Holdings Limited
Notes to the Financial Statements
for the Year Ended 30 April 2025
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General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
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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
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.
|
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 |
|
|
TVG Media Holdings Limited
Notes to the Financial Statements
for the Year Ended 30 April 2025
|
Other operating income |
The analysis of the group's other operating income for the year is as follows:
|
2025 |
2024 |
|
|
Rental income |
|
|
|
Operating profit |
Arrived at after charging/(crediting)
|
2025 |
2024 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Other interest receivable and similar income |
|
2025 |
2024 |
|
|
Other finance income |
|
|
|
Interest payable and similar expenses |
|
2025 |
2024 |
|
|
Interest on bank overdrafts and borrowings |
|
|
|
Interest expense on other finance liabilities |
|
|
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2025 |
2024 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Other short-term employee benefits |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
Recruitment costs |
|
|
|
Other employee expense |
|
|
|
|
|
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 |
2024 |
|
|
Production |
|
|
|
Administration and support |
|
|
|
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
472,724 |
463,689 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2025 |
2024 |
|
|
Accruing benefits under defined benefit pension scheme |
|
|
In respect of the highest paid director:
|
2025 |
2024 |
|
|
Remuneration |
|
|
|
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
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2025 |
2024 |
|
|
Current taxation |
||
|
UK corporation tax |
|
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
|
|
|
Tax expense in the income statement |
|
|
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
The differences are reconciled below:
|
2025 |
2024 |
|
|
Profit before tax |
|
|
|
Corporation tax at standard rate |
|
|
|
Tax increase from effect of capital allowances and depreciation |
|
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
- |
|
Total tax charge |
|
|
TVG Media Holdings Limited
Notes to the Financial Statements
for the Year Ended 30 April 2025
|
Intangible assets |
Group
|
Goodwill |
Total |
|
|
Cost or valuation |
||
|
At 1 May 2024 |
|
|
|
At 30 April 2025 |
|
|
|
Amortisation |
||
|
At 1 May 2024 |
|
|
|
Amortisation charge |
|
|
|
At 30 April 2025 |
|
|
|
Carrying amount |
||
|
At 30 April 2025 |
|
|
|
At 30 April 2024 |
|
|
|
Tangible assets |
Group
|
Land and buildings |
Furniture, fittings and equipment |
Plant and machinery |
Total |
|
|
Cost or valuation |
||||
|
At 1 May 2024 |
|
|
|
|
|
Additions |
- |
|
- |
|
|
At 30 April 2025 |
|
|
|
|
|
Depreciation |
||||
|
At 1 May 2024 |
|
|
|
|
|
Charge for the period |
|
|
- |
|
|
At 30 April 2025 |
|
|
|
|
|
Carrying amount |
||||
|
At 30 April 2025 |
|
|
|
|
|
At 30 April 2024 |
|
|
|
|
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
|
Investment properties |
Group
|
30 April 2025 |
|
|
At 30 April 2025 |
|
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.
|
Investments |
Company
|
2025 |
2024 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost or valuation |
|
|
At 1 May 2024 |
|
|
Provision |
|
|
Carrying amount |
|
|
At 30 April 2025 |
|
|
At 30 April 2024 |
|
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 |
||||
|
|
The Pixel Unit 5.19 Paintworks
|
Class A |
|
|
TVG Media Holdings Limited
Notes to the Financial Statements
for the Year Ended 30 April 2025
|
Business combinations |
On
TVG Media Limited contributed £
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
|
Book value |
Fair value |
|
|
Assets and liabilities acquired |
||
|
Financial assets |
10,412,644 |
|
|
Tangible assets |
824,768 |
|
|
Financial liabilities |
(1,457,551) |
( |
|
Total identifiable assets |
9,779,861 |
|
|
Goodwill |
15,376,414 |
|
|
Total consideration |
25,156,275 |
25,156,275 |
|
Satisfied by: |
||
|
Cash |
10,700,000 |
|
|
Equity instruments |
7,500,000 |
|
|
Debt instruments |
6,800,000 |
6,800,000 |
|
Other |
156,275 |
|
|
Total consideration transferred |
25,156,275 |
|
|
Cash flow analysis: |
||
|
Cash consideration |
10,700,000 |
|
|
Less: cash and cash equivalent balances acquired |
(9,293,784) |
( |
|
Net cash outflow arising on acquisition |
1,406,216 |
|
|
|
||
TVG Media Holdings Limited
Notes to the Financial Statements
for the Year Ended 30 April 2025
|
Debtors |
|
Group |
Company |
|||
|
Current |
2025 |
2024 |
2025 |
2024 |
|
Trade debtors |
|
|
- |
- |
|
Other debtors |
|
|
- |
- |
|
Prepayments |
|
|
- |
- |
|
Accrued income |
|
- |
- |
- |
|
|
|
- |
- |
|
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
30 April 2025 |
(As restated) |
30 April 2025 |
(As restated) |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
- |
- |
|
|
Social security and other taxes |
|
|
- |
- |
|
|
Other creditors |
|
|
|
|
|
|
Accrued expenses |
|
|
|
|
|
|
Corporation tax |
441,516 |
625,619 |
9,613 |
4,959 |
|
|
Deferred income |
|
|
- |
- |
|
|
|
|
|
|
||
|
Due after one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Amounts owed by group |
- |
- |
|
|
|
|
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
|
Provisions for liabilities |
Group
|
Deferred tax |
Total |
|
|
At 1 May 2024 |
|
|
|
Increase (decrease) in existing provisions |
|
|
|
At 30 April 2025 |
|
|
|
|
||
Deferred tax
Group
Deferred tax assets and liabilities
|
2025 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Other items |
- |
|
|
- |
|
|
2024 |
Asset |
Liability |
|
Accelerated capital allowances |
- |
|
|
Other items |
- |
|
|
- |
|
|
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 £
TVG Media Holdings Limited
Notes to the Financial Statements
for the Year Ended 30 April 2025
|
Share capital |
Allotted, called up and fully paid shares
|
30 April 2025 |
30 April 2024 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
357,141 |
|
357,141 |
|
|
|
7,392,858 |
|
7,392,858 |
|
|
|
|
|
|
Rights, preferences and restrictions
|
Ordinary A shares have the following rights, preferences and restrictions: |
|
Preference shares have the following rights, preferences and restrictions: |
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
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
|
|
|
Other borrowings |
|
- |
|
- |
|
|
|
|
|
|
Non-current loans and borrowings
|
Group |
Company |
|||
|
2025 |
2024 |
2025 |
2024 |
|
|
Bank borrowings |
|
|
|
|
|
Other borrowings |
|
|
|
|
|
|
|
|
|
|
Group
Bank borrowings
|
|
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
|
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.
|
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 company acquired the entire share capital of TVG Media Limited on 15 March 2023.
Summary of transactions with other related parties
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 |
- |
|
|
Amounts payable to related party |
|
|
|
|
||
|
2024 |
Key management |
Other related parties |
|
Rendering of services |
- |
|
|
Amounts payable to related party |
|
|
|
|
||
Loans from related parties
|
2025 |
Key management |
Total |
|
At start of period |
|
|
|
At end of period |
|
|
|
|
||
|
2024 |
Key management |
Total |
|
Advanced |
|
|
|
At end of period |
|
|
|
|
||
|
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.
|
Controlling party |
There is no ultimate controlling party.