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Registered number:
For the year ended
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ROI Media Ltd
Company Information
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ROI Media Ltd
Contents
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ROI Media Ltd
Directors' Report
For the year ended 31 December 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The focus of the Group is an online digital marketing business that uses technology and data to connect consumers with finance and other service providers across a portfolio of owned websites.
The directors who served during the year were:
The loss for the year, after taxation, amounted to £3,643,720 (2023 -loss £1,182,404).
The directors do not recommend the payment of a final dividend.
The directors are responsible for preparing the directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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ROI Media Ltd
Directors' Report (continued)
For the year ended 31 December 2024
The financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operational existence for the foreseeable future and will be able to meet its obligations as they fall due.
At the year-end and subsequent to year-end, the Group breached certain loan covenants related to its borrowing arrangements. Following these breaches, the Group has engaged with its loan provider and, as of September 2025, has secured a 12-month relief on both capital and interest payments. This support provides important short-term liquidity to the Group. Despite these covenant breaches, the Group continues to generate positive EBITDA, reflecting underlying operational profitability. However, the Group experienced a challenging trading environment during the year. Economic conditions, particularly the high interest rate environment, adversely impacted customer conversion rates. In addition, the reduction in affiliate commission rates further affected revenue generation. While management has taken steps to mitigate these challenges and is actively pursuing strategic initiatives to strengthen the Group’s financial position, the covenant breaches and reliance on short-term lender support indicate the existence of a material uncertainty that may cast significant doubt over the Group’s ability to continue as a going concern. In particular, there is material uncertainty as to whether the Group will be able to successfully renegotiate the terms of its loan or obtain alternative financing arrangements once the 12-month relief period concludes. Accordingly, while the directors believe that the going concern basis of preparation remains appropriate, they acknowledge that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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ROI Media Ltd
Directors' Report (continued)
For the year ended 31 December 2024
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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ROI Media Ltd
Independent auditors' report to the members of ROI Media Ltd
We have audited the financial statements of ROI Media Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the consolidated statement of comprehensive income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, 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).
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
We draw attention to Note 2.3 in the financial statements, which describes the Group’s breach of certain loan covenants and the subsequent agreement reached with its lender in July 2025 to obtain a 12-month relief on both capital and interest payments. While this relief provides important short-term liquidity, the Group has not yet secured committed refinancing or renegotiated terms beyond the relief period. Although the Group continues to generate positive EBITDA, it does not currently have sufficient liquid resources to meet its repayment obligations falling due after the 12-month relief period ends.
These events or conditions, as also described in Note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. 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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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ROI Media Ltd
Independent auditors' report to the members of ROI Media Ltd (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the directors' report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
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ROI Media Ltd
Independent auditors' report to the members of ROI Media Ltd (continued)
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 auditors' 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 Group 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:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and noncompliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the Group operates; the control environment and business performance
including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of management, including whether management was aware of any instances of noncompliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Group's policies and procedures for:
°Identifying, evaluating, and complying with laws and regulations
°Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Group operates, particularly those laws and regulations which have a
direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Group, including General Data Protection requirements, and Anti-bribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the
provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws
and regulations and fraud.
∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of
material misstatement due to fraud.
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ROI Media Ltd
Independent auditors' report to the members of ROI Media Ltd (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the
judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of
business.Identifying and assessing potential risks related to irregularities
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws
and regulations are from the events and transactions reflected in the financial statements, the less likely we would become
aware of them. 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 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 auditors' 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 auditors' 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
Chartered Accountants
Statutory Auditors
3 Stockport Exchange
England
SK1 3GG
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ROI Media Ltd
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2024
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ROI Media Ltd
Registered number: 12305160
Consolidated Balance Sheet
As at
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 31 form part of these financial statements.
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ROI Media Ltd
Registered number: 12305160
Company Balance Sheet
As at
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ROI Media Ltd
Registered number: 12305160
Company Balance Sheet (continued)
As at 31 December 2024
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not
presented its own Statement of Comprehensive Income in these financial statements. The loss for the parent company for the year was £5,689,025 (2023: loss £121,883). The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 31 form part of these financial statements.
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Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
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Company Statement of Changes in Equity
For the year ended 31 December 2023
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