The directors present their Group Strategic Report for Project Engine Topco Limited ('the Group') for the year ended 31 December 2024.

The principal activity of the Company is that of a holding company. The principal trading company of the Group is Media Sense Communications Limited (“MediaSense”).

MediaSense is a global marketing operations advisor helping the world's leading brands engineer greater productivity from their media and creative investments and to design more agile and effective operating models. MediaSense also provides media owners with independent credibility to audience data.

The business provides a trio of core class-leading capabilities to meet the needs of clients across media and creative spend, on a global basis:

Models - transform internal and external media operating models to enhance and drive value creation.

Partners - managing pitches and optimising partnerships to realise value, performance and capability goals.

Analytics - audit and evaluate cross channel data to capture maximum value and optimise the performance of media and creative investments.

Group pro-forma EBITDAE for the year ended 31 December 2024 was £7.8m. This is up £3m on prior year. As well as strong organic revenue growth underpinned by recurring Analytics revenues and supported by new customer wins, the Group has seen growth through acquisition activity in the year.

On 31 August 2024, the Group acquired control of the business and assets of the Marketing and Media Owner business of PricewaterhouseCoopers LLP for total consideration of £11.4m. On 1 November 2024, the group acquired control of R3 Asia Pacific Pte. Ltd and its subsidiaries ('R3 Group'), through the purchase of the whole share capital for total consideration of £24.5m.

The Group continues to invest in its cutting-edge tools in order to ensure quality of service for clients and provide a platform for future organic and acquired scale.

Exceptional costs in the year relate predominantly to integrating the acquisitions during the year (£3.9m), as well as restructuring activity (£0.3m).

The Group’s turnover for the year ended 31 December 2024 was £25.6m (2023: £16.6m), and the loss after taxation was £13.3m (2023: £9.6m). There were no dividends paid during the year (2023: £nil).

The Group monitors a number of key performance indicators in respect of sales, profit and cash performance. This is primarily achieved through the comprehensive weekly and monthly monitoring of secured contract values, conversion rates and regular analysis and forecasting of cash flow.

Economic and market risk

Macroeconomic uncertainty may result in clients moving expenditure away from the Group’s services, or reducing their expenditure with the Group.

The Group works with a client base that is geographically diverse. Furthermore, senior management is focused on diversifying the product range used by our client base, ensuring an excellent quality of service and that lasting relationships are maintained.

Currency risk

The Group transacts in a number of different currencies. Fluctuations in foreign exchange rates can have an impact on performance. The Group adopts natural hedges to mitigate this risk.

Information security risk

The Group faces inherent and continued risk from cyber-attack or human error, potentially causing an impact on the confidentiality, availability and/or integrity of data.

The Group continues to invest in enterprise level security and holds UKAS approved certification for both Cyber Essentials Plus and ISO27001.  The full Information Security Management System is extensive and provides systemic protection to the businesses information systems.

Global spend on marketing operations is significant and increasingly complex for brands to navigate. Furthermore, digital spend is an increasing proportion of overall spend. This, coupled with MediaSense’s breadth of both vertical and geographic offering, as well as significant expertise in the digital space, means the Group sees significant longer term growth opportunity in the markets in which it operates.

The Group has seen material growth in the year to 31 December 2024. Whilst the group’s trading environment contains significant macro-economic uncertainty, the directors believe the strong quality of earnings underpinning the group’s historic growth, as well as the diversity of its offering following recent acquisitions will continue to support growth into 2025. The Group will continue to assess strategic acquisitions and invest in its people, processes and technology to support that growth.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activity of the company continued to be that of of a holding company. Details of the subsidiaries and their activities are set out in note 14 to the accounts.

The directors' review of the business performance and risk exposure of the group is detailed in the strategic report.

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

No dividends were paid or proposed by the company in respect of the current period.

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

There are no significant post reporting date events to disclose in these financial statements.

In accordance with the company's articles, a resolution proposing that BKL Audit LLP be reappointed as auditor of the group will be put at a General Meeting.

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

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

• select suitable accounting policies and then 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;

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report on pages 1 to 2 and are regularly monitored by the directors.

Furthermore, the directors have prepared detailed cash flow forecasts for the group up to 31 December 2025 and have further forecasts covering the going concern period (a period of at least 12 months from the approval of the financial statements). The forecasts show the group with operating profits, able to meet its liabilities as they fall due and within all its banking covenant requirements. Cash available to the group remains positive and grows throughout the going concern period.

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

The principal risks and uncertainties of the group are detailed in the strategic report on pages 1 to 2.

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

We have audited the financial statements of Project Engine Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• adequate accounting records have not been kept by the 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.

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

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.

Capability of the audit in detecting irregularities, including fraud:

Based on our understanding of the company and the industry, we identified that the principal risks of non-compliance with laws and regulations related to the failure to comply with tax regulations and anti-bribery and anti-corruption laws, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries. Audit procedures performed by the auditors included:

-    Discussions with key management personnel, including consideration of known or suspected instances     of non-compliance with laws and regulations;

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

-    Identifying and testing manual journal entries, in particular any journal entries posted with unclear     rationale;

-    Assessing management's ability to apply cut-off fairly and correctly in relation to revenue generated from     project contracts delivered over time.

There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

The income statement has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company’s loss for the year was £198k (2023 - £95k).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Project Engine Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is First Floor, 5 Fleet Place, London, EC4M 7RD.

The group consists of Project Engine Topco Limited and all of its subsidiaries.

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

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

The parent company has taken advantage of the following disclosure exemptions in preparing its individual financial statements, as permitted by FRS102:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 33 ‘Related Party Disclosures' paragraph 33.7.

The consolidated group financial statements consist of the financial statements of the company Project Engine Topco Limited together with all entities controlled by the company (its subsidiaries). All financial statements are made up to 31 December 2024. All intra-group transactions and balances are eliminated on consolidation.

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

The group's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report on pages 1 to 2 and are regularly monitored by the directors.

Furthermore, the directors have prepared detailed cash flow forecasts for the group up to 31 December 2025 and have further forecasts covering the going concern period (a period of at least 12 months from the approval of the financial statements). The forecasts show the group with operating profits, able to meet its liabilities as they fall due and within all its banking covenant requirements. Cash available to the group remains positive and grows throughout the going concern period.

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

Revenue from contracts for the provision of services is recognised primarily by reference to the stage of completion. Revenue is recognised when the service is performed to the extent that it is probable that economic benefits will flow into the company and excludes value added tax.

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years. Provision is made for any impairment.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

Capitalised development expenditure is stated at cost less accumulated amortisation and accumulated impairment losses. Customer relationships is stated at fair value on acquisition less accumulated amortisation and accumulated impairment losses.

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

Identifiable development expenditure is capitalised where there is expected to be a benefit to future periods, its technical, commercial and financial feasibility can be demonstrated and it can be reliably measured. All other development expenditure is recognised as an expense in the period in which it is incurred.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

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

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

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

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

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

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including trade and other payables, bank loans and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

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

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

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

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

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

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

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

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

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

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

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Government grants relating to turnover are recognised as income over the periods when the related costs are incurred. Grants relating to an asset are recognised in income systematically over the asset's expected useful life. If part of such a grant is deferred it is recognised as deferred income rather than being deducted from the asset's carrying amount.

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

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

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

The most critical areas of accounting judgement, estimation and assumptions is the fair value of net assets in the business acquisition. The following other judgements (apart from those involving estimates) also have a significant effect on amounts recognised in the financial statements.

Management review revenue recognition on an ongoing basis. Any decision to recognise project income is based on time spent, stage of completion and past customer experience.

Exceptional costs in the year relate to: costs of integrating the acquisitions during the year (£3,858k), costs relating to acquisition activity (£159k), restructuring (£268k) and other exceptional items (£52k).

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

Their aggregate remuneration comprised:

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

At 31 December 2024, the company held more than 20% of the equity of the entities listed below. All subsidiaries have been included in the consolidated accounts.

Details of the company's subsidiaries at 31 December 2024 are as follows:

Registered office addresses (all UK unless otherwise indicated):

The company has guaranteed the year-end liabilities of the following subsidiaries. As a result, these companies are exempt from the requirements of the Companies Act 2006 relating to the audit of individual company financial statements in accordance with Section 479A.

Project Engine Bidco Limited (Company number 13532682)

Project Engine Midco Limited (Company number 13534550)

Included in other payables is deferred consideration of £8.75m which is comprised of a £4m deferred cash payment and a £4.75m deferred share transfer. The share transfer element of the arrangement amounts to a fixed number of shares at a predetermined issue price per the Share Purchase Agreement.

The bank loans presented in non-current liabilities comprise Facility A, Facility B, Facility C, Facility D, Facility E and Facility RCF.

Facility A bears interest at 4% per annum plus a term reference rate and is repayable by instalments to 26 November 2026. £556k (2023 - £510k) of Facility A is included within current liabilities.

Facilities B, C, D and E bear interest at 4.5% per annum plus a term reference rate and are fully repayable on 26 November 2027. Of the total amount, £406k (2023 - £nil) of Facility C, £64k (2023 - £nil) of Facility D and £63k (2023 - £nil) of Facility E is included within current liabilities.

Facility RCF was repaid shortly after the year end, therefore £1,511k (2023 - £nil) of Facility RCF is included within current liabilities.

All facilities are secured by way of a fixed and floating charge over the assets of the group.

Loan notes held by shareholders total £34,260k plus accrued interest of £12,955k (2023 - £33,595k plus accrued interest of £8,693k). The loan notes bear interest at 10% per annum, are unsecured and are redeemable on or before 6 August 2027. Interest is payable on the redemption date.

At the reporting date, £6,614k (2023 - £6,011k) of loan notes and interest was due to the director, £6,614k (2023 - £6,011k) of loan notes and interest was due to the former director and £31,544k (2023 - £28,669k) of loan notes and interest was due to other entities in the Apiary Capital group, wholly owned by Apiary Capital LLP.

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

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

In the year, the company issued 10,205 B1 ordinary shares of £1 each for a total consideration of £58k, 10,888 B2 ordinary shares of £1 each for a total consideration of £1,500k, 17,705 C1 ordinary shares of £1 each for a total consideration of £78k, 6,500 C2 ordinary shares of £1 each for a total consideration of £37k and 11,017 E ordinary shares of £1 each for a total consideration of £20k.

Each share (except C2 ordinary and E ordinary) has full voting, dividend and capital distribution rights (including on winding up). They do not confer any rights of redemption.

The group granted certain employees shares during the year which represent an equity-settled share-based payment.

Holding of these shares is subject to continued employment with the group and vest on the occurrence of a sale or listing of the group.

The total share-based payment charge for the year was £110k (2023: £nil).

Acquisition of R3 Asia Pacific Pte. Ltd

On 1 November 2024, the group acquired control of R3 Asia Pacific Pte. Ltd and its subsidiaries ('R3 Group'), through the purchase of the whole share capital for total consideration of £24,459k.

R3 Asia Pacific Pte. Ltd's subsidiaries consists of R3 Worldwide Inc. and R3 Management Consulting (Beijing) Co., Ltd ('R3 China'). The group did not acquire the economic rights to R3 China. R3 China has not been consolidated in these financial statements.

As a result of the acquisition, the group has increased its presence in the Americas and Asia Pacific, as well as enhancing its Creative expertise. This is expected to result in an increase in sales to customers in these regions as well as revenue synergies from combined Creative and Media expertise. The goodwill of £14,204k arising from the acquisition is attributed to the economies of scale expected from combining the operations into the group.

Management have estimated the useful life of the goodwill to be 5 years. The acquired businesses are established in their local markets and have a long track record of revenue. The amortisation period is mitigated by the market being concentrated.

The following table summarises the consideration paid by the group, the fair value of the assets acquired and liabilities assumed at the acquisition date.

The adjustments arising on acquisition were in respect of the following:

(1) Acquired customer relationships and deferred tax thereon

The deferred consideration of £8.75m is comprised of a £4m deferred cash payment and a £4.75m deferred share transfer. The share transfer element of the arrangement amounts to a fixed number of shares at a predetermined issue price per the Share Purchase Agreement. The deferred consideration is anticipated to be settled within 12 months of the reporting date and is therefore shown in current liabilities. The amount has not been discounted, as the effect of discounting is immaterial.

Acquisition of the Marketing and Media Owner business of PricewaterhouseCoopers LLP

On 31 August 2024, the group acquired control of the business and assets of the Marketing and Media Owner business of PricewaterhouseCoopers LLP for total consideration of £11,395k.

As a result of the acquisition, the group expects to expand its market share and service lines. The goodwill of £1,709k arising from the acquisition is attributed to the expansion of service line offerings to clients from combining the operations into the group.

Management have estimated the useful life of the goodwill to be 5 years. The acquired business is established and has a long track record of revenue. The amortisation period is mitigated by the market being concentrated.

The following table summarises the consideration paid by the group, the fair value of the assets acquired and liabilities assumed at the acquisition date.

The adjustments arising on acquisition were in respect of the following:

(1) Acquired customer relationships and deferred tax thereon

The group has taken out bank loans totalling £32,661k (2023 - £9,028k) at the reporting date which are secured by way of fixed and floating charges over the assets of the group.

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

Group and company

The group and parent company has taken advantage of the exemption available in accordance with section 33.1A of Financial Reporting Standard 102 whereby it has not disclosed transactions between the parent and any wholly owned subsidiary.

In the year, £60k (2023 - £60k) was paid in monitoring fees to Apiary Capital LLP.

The company's ultimate controlling party is M Salter.

The largest and smallest group for which consolidated accounts have been prepared is that headed by the company.