Registration number: 11100473

Tortoise Media Ltd

Contents

Company Information	1
Balance Sheet	2
Notes to the Unaudited Financial Statements	3 to 9

Tortoise Media Ltd

Company Information

Directors

Mr M Barzun Mr N Jones Mr J Harding Ms E Sullivan Mr R Furness Ms C Kurzman Mr C A Cowdery Ms V L Schiller

Registered office

The Harley Building 77-79 New Cavendish Street London W1W 6XB

Tortoise Media Ltd

(Registration number: 11100473)
Balance Sheet as at 31 December 2024

	Note	2024 £	2023 £
Fixed assets
Intangible assets	4	1,045,386	289,896
Tangible assets	5	14,229	34,458
		1,059,615	324,354
Current assets
Debtors	6	1,104,530	1,243,110
Cash at bank and in hand		1,298,702	1,381,602
		2,403,232	2,624,712
Creditors: Amounts falling due within one year	7	(4,431,164)	(1,217,399)
Net current (liabilities)/assets		(2,027,932)	1,407,313
Net (liabilities)/assets		(968,317)	1,731,667
Capital and reserves
Called up share capital	9	27	27
Share premium reserve		21,653,264	21,685,221
Other reserves	11	498,976	394,082
Retained earnings		(23,120,584)	(20,347,663)
Shareholders' (deficit)/funds		(968,317)	1,731,667

For the financial year ending 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

•	The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
•	The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.

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

......................................... Mr J Harding Director

Tortoise Media Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated in United Kingdom.

The address of its registered office is:
The Harley Building
77-79 New Cavendish Street
London
W1W 6XB
England

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

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

Statement of compliance

These financial statements have been prepared in accordance with applicable accounting standards including Financial Reporting Standard 102 - 'The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102)' 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.

Going concern

The financial statements have been prepared on a going concern basis. At 31 December 2024, the Company was loss making and had net liabilities. The directors have confirmed that in their opinion the Company will be able to meet its liabilities as they fall due for the foreseeable future (being a period not less than twelve months).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax.

Income from memberships is recognised over the period of membership.

Event revenue is recognised in the period that the event takes place.

B2B retainers are recognised over the period of the contract.

B2B bespoke income is recognised as the work is delivered on a percentage completion basis.

Audio advertising revenue is recognised when the relevant adverts are run.

Government grants

The company receives government grants and accounts for them under the accruals model as per FRS 102. These grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the company will comply with conditions attaching to them.

Tortoise Media Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent 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
Fixtures, Fittings and Equipment	33% Straight line

Intangible assets

Intangible assets acquired separately from a business are capitalised at cost. Intangible assets acquired on business combinations are capitalised separately from goodwill if the fair value can be measured reliably on initial recognition. Internally generated intangible assets are recognised at cost.

Intangible assets have a finite useful life and are carried at cost less accumulated amortisation and any accumulated impairment losses.

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
Development costs	10% Straight line

Cash and cash equivalents

Cash and cash equivalents in the balance sheet represent cash at bank and in hand.

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 company will not be able to collect all amounts due according to the original terms of the receivables.

Tortoise Media Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

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

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company 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.

Creditors payable within one year
Creditors with no stated interest rate and payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

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, including convertible loan notes, are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Share based payments

The Company issues equity-settled share options to certain employees. Equity-settled share-based payment transactions are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured by use of the Black Scholes pricing model which is considered by management to be the most appropriate method of valuation. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural
considerations.

The fair value of options offered under equity settled share based payment schemes is determined at grant date and expensed in the profit and loss account over the vesting period with a corresponding credit to retained earnings.

Where vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable.

Tortoise Media Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

Share capital

All current classifications of 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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

3	Staff numbers

The average number of persons employed by the company (including directors) during the year, was 59 (2023 - 64).

4	Intangible assets

	Internally generated software development costs  £	Other intangible assets  £	Total £
Cost or valuation
At 1 January 2024	303,371	-	303,371
Additions internally developed	246,234	-	246,234
Additions acquired separately	-	550,597	550,597
At 31 December 2024	549,605	550,597	1,100,202
Amortisation
At 1 January 2024	13,475	-	13,475
Amortisation charge	41,341	-	41,341
At 31 December 2024	54,816	-	54,816
Carrying amount
At 31 December 2024	494,789	550,597	1,045,386
At 31 December 2023	289,896	-	289,896

Tortoise Media Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

5	Tangible assets

	Furniture, fittings and equipment  £	Total £
Cost or valuation
At 1 January 2024	157,550	157,550
Additions	2,771	2,771
Disposals	(1,040)	(1,040)
At 31 December 2024	159,281	159,281
Depreciation
At 1 January 2024	123,092	123,092
Charge for the year	22,226	22,226
Eliminated on disposal	(266)	(266)
At 31 December 2024	145,052	145,052
Carrying amount
At 31 December 2024	14,229	14,229
At 31 December 2023	34,458	34,458

6

Debtors

Current	2024 £	2023 £
Trade debtors	600,094	659,590
Prepayments	66,261	111,459
Accrued income	385,850	462,122
Other debtors	52,325	9,939
	1,104,530	1,243,110

Tortoise Media Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

7

Creditors

Creditors: amounts falling due within one year

	Note	2024 £	2023 £
Due within one year
Loans and borrowings	8	2,690,267	-
Trade creditors		414,360	295,492
Taxation and social security		276,280	443,953
Accruals and deferred income		1,018,667	442,302
Other creditors		31,590	35,652
		4,431,164	1,217,399

8	Loans and borrowings

Current loans and borrowings

	2024 £	2023 £
Bank overdrafts	320	-
Convertible debt	2,689,947	-
	2,690,267	-

During the year, the Company created £1.00 convertible unsecured loan notes, issuing a total of £2,689,947. These loan notes were an interest-free obligation of the Company and did not accrue any interest. On completion of the Company's acquisition of The Observer, all of the loan notes automatically converted and the Company allotted to the investors the number of fully paid conversion shares to which they were entitled.

9	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary shares of £0.00001 each	1,775,392	17.75	1,771,162	17.71
Series Seed shares of £0.00001 each	694,561	6.95	694,561	6.95
Growth shares of £0.00001 each	100,000	1.00	100,000	1.00
B Ordinary shares of £0.00001 each	100,000	1.00	100,000	1.00
	2,669,953	26.70	2,665,723	26.66

New shares allotted

During the year 4,230 Ordinary shares having an aggregate nominal value of £0.04 were allotted for an aggregate consideration of £2,726.

Tortoise Media Ltd

Notes to the Unaudited Financial Statements for the Year Ended 31 December 2024

10	Share-based payments

The Company has a share option scheme for certain employees. As at 31 December 2024, the total number of employees of the Company that share options have been granted to is 47 (2023: 65), and the total number of options granted available for exercise is 396,657 (2023: 420,670). In certain circumstances the options may lapse if the relevant individual ceases to be an employee of the Company.

Options are generally exercisable at a price equal to the estimated fair value of the Company's shares on the date of grant.

The fair value of the share options at the grant date was calculated using the Black-Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value.

11	Other reserves

Other reserves represents the cumulative amounts charged to profit in respect of employee share option arrangements that have not yet been settled by awarding shares to individuals, and its purpose is to ensure that the financial statements accurately reflect the impact of share-based compensation on the company's equity. Once employee share option arrangements are settled via the allotment of shares, the cumulative amounts charged to profit in respect of those shares is transferred to retained earnings.

12	Subsequent events after the financial period

On 18 December 2024, the Company announced that it had entered into an agreement to purchase The Observer from The Guardian Media Group and The Scott Trust. The purchase was completed in April 2025. In December 2024, the Company entered into a subscription agreement to allow investors to subscribe for shares in the Company, subject to conditions being satisfied, for consideration of £25.5m, including the conversion of £2.7m of convertible loan notes to equity. The necessary conditions were satisfied and completion occurred on 22 April 2025.

13

Control

There is no ultimate controlling party.