The directors present the strategic report for the year ended 31 March 2025.

In a year marked by persistent market challenges and subdued revenue growth, the Group has undertaken an ambitious programme of cost transformation and efficiency initiatives to sustain profitability and ensure operational resilience. Our focus on rigorous cost management, targeted process optimisation, and enhanced governance has enabled us to offset the impact of flatter revenues while reinforcing the underlying strength of our business model.

Throughout the period, several key projects were launched to drive operational efficiencies across all divisions, supported by improvements in our internal controls and decision-making frameworks. These actions have not only delivered meaningful reductions in overheads and improved cash flow, but also strengthened our ability to execute against long-term strategic priorities and adapt more dynamically to changing market conditions.

The Board remains committed to maintaining robust financial discipline and operational excellence as central pillars of our growth strategy into the coming year.

Looking ahead to the new financial year, the Group is undertaking a transformative step with the launch of GAIN, a consolidated organisation that unites our legacy agencies under a single, integrated structure. This transition marks a significant milestone in our journey to deliver a simpler, more streamlined experience for clients, ensuring consistency and transparency in how our services are delivered.

Through GAIN, we are focused on clarifying our brand messaging across all markets, placing the client at the centre of our operating model, and leveraging our enhanced governance framework to drive operational efficiency. The creation of GAIN not only provides an opportunity to generate renewed excitement around our offering but also enables us to build a stronger foundation for future growth and delivery of services that reflect our commitment to excellence and innovation.

Performance and outlook

The Group demonstrated resilient financial performance, despite continued challenging economic trading conditions. Total revenue was £70.8m for the financial year ended 31 March 2025, a decrease of 11% compared to the prior year. This decline reflects the impact of the under investment of sales and marketing within the business, and the impact of the loss of key sales leads . Gross profits declined to £49.3m, a decrease of 11.7% on the prior year correlating to the revenue decline along with delays in delivering acquisition synergies.

While FY25 was impacted by decline in performance, the business focussed on restructuring the organisation through cost transformation as well as key strategic investments which therefore resulted in EBITDA declining in the financial year. , The business has continued to transform in FY26 both its organisational design as well as its cost base, whilst simultaneously investing in key growth drivers globally building a platform to propel growth from FY27. A new leadership team has been embedded in the business, launching GAIN as the fully integrated brand proposition with 5 business units sitting as services of GAIN. FY26 is a year focused on building operational efficiencies whilst building and investing in GAIN’s strategic vision. Therefore, the outlook presents a slightly declining revenue, with significant improvements in gross margin, increased investment costs in sales and marketing, with Q4 expected to present the returns from this.

As described in note 1.4 of the Financial Statements, and highlighted by our Auditors, there is a material uncertainty which may cast doubt over the company's ability to continue as a going concern, The directors have identified continuous cost reduction activities to ensure that the business meets its obligations through restructuring and remedial activity whilst also investing in growth, The business works closely with its lenders to ensure alignment on covenants and liquidity as well as having full support from the Shareholders which has been demonstrated by additional investments since the year-end. While the directors remain confident in the business strategy and transformation, they are also continuously reviewing forecasts and business performance to ensure meeting of obligations.

*EBITDA is shown without adding back any exceptional items relating to growth and restructuring.

Principal risks and uncertainties

Effective risk management aids decision-making and underpins the delivery of our strategy and objectives. The principal risks are identified below:

• Technology Risk – The Group operates in a fast moving environment and remains aware of changing technology, industry and consumer trends. Technology can become obsolete and failure to design and maintain systems may result in disruption to business processes. The Group looks to actively monitor and enhance technology infrastructure and the effectiveness of our systems to ensure they are fit for purpose and support the Group’s strategy.

• Client Risk – Management continuously assesses the Group’s competitive position in relation to price, client service and quality of delivery. The Group looks to establish and maintain a long term relationship with all its clients through a highly dedicated client services team. Client risk is an area that the Group consistently looks to mitigate by establishing a clear objective of delivery with the client in addition to serving this through a highly skilled team. Ensuring the delivery team understands the clients business is of great value and importance in allowing the Group to best support its client’s needs.

• Foreign Exchange Risk – Given the Group has an increased international presence, changes in foreign exchange could impact the Group. The Group has in place strong controls over cashflow forecasting which provides a clear view of any potential foreign exchange impact. The Group also maintains cash positions in EUR and USD providing some hedging to any foreign exchange risk.

• Tax Risk – As the Group grows, we operate in an increasingly complex international tax environment. The group engages with appropriate tax advisors for support and guidance on matters for compliance where appropriate.

• Liquidity Risk – Liquidity is the risk of the Group being unable to meet financial obligations as they are due. Client liquidation undoubtedly poses a risk to the business. The business manages this risk through a strong client take-on process in addition to robust credit control processes. The Group continues to maintain a diversified client base ensuring there is no significant dependency on any client. Given the macro-environment challenges impacting businesses, we continue to maintain a strong credit control environment and are actively in discussions with our clients on working through any challenging circumstances.

The company meets its day-to-day working capital requirements through the management of its daily cashflows with the added security of having an undrawn RCF facility. The company prepares forecasts and projections which demonstrate that the company should be able to operate within the level of its current facility and to continue to meet its obligations under its borrowing agreements. The Directors feel that there is sufficient headroom within these facilities and expect any downturn in performance to be managed through close control of costs. The Directors will continue to maintain open and transparent communications with the bank about its performance and future borrowing needs and no matters have been drawn to its attention to suggest that continued bank support will not be forthcoming. The Directors also have the full support of its shareholders.

• Staff Risk – The Group operates in a specialist sector and the sector continues to remain competitive and challenging in recruitment. The Group continues to focus on employee wellbeing through a robust, adaptive, flexible and engaging work approach. In addition to this the Group is focused on ensuring there is a platform for learning and development opportunities for employees within the Group. The business recognises the challenges in the labour market facing many businesses including the impact of the economic environment and cost pressures on our colleagues and the Group is actively engaged in understanding critical factors for staff retention and recruitment.

• GDPR – The General Data Protection Regulation (“GDPR”) came into effect for the United Kingdom and all EU member states as of May 25, 2018. The Group continues to review and develop existing processes to ensure client and personal data is processed in line with GDPR requirements.

The Board of Directors considers, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and the matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 March 2025; and in so having regard, amongst other matters to;

1. the likely consequences of any decision in the long term

2. the interests of the company’s employees

3. the need to foster the company's business relationships with suppliers, customers and others,

4. the impact of the company's operations on the community and the environment,

5. the desirability of the company maintaining a reputation for high standards of business conduct, and

6. the need to act fairly as between members of the company.

The Board understands the importance of engaging with all its stakeholders and regularly discusses issues concerning employees, clients, suppliers, community and environment, regulators and shareholders which inform its decision making processes.

The Group is committed to be a responsible employer and strives to maintain a people focused culture. We are fortunate to have a committed workforce whose skills, expertise and passion to deliver exceptional client service enables the Group to continue to succeed and grow.

The Group is committed to ensure the work environment and culture is diverse and inclusive. We seek to provide opportunities to people with different ideas, styles and skills fully embracing the Group culture and giving the Group the best opportunity to continue to provide exceptional client service. Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. As far as possible, we ensure that the training, career development and promotion of disabled persons is the same as that of other colleagues. We are committed to ensuring colleagues are respected and their views valued. Employee activities are closely monitored to ensure Group strategy and employee engagement is aligned to allow the Group to continue to be a global challenger in the digital experience and marketing services industry.

The Group ensures appropriate communication is in place of informing employees of any matters of concern. This is in place through the senior leadership team which consists of the business unit Managing Directors who are responsible for communication and execution of Group strategy at an business unit level. Given the Managing Directors have day to day contact with business unit employees, they are responsible for consulting employees and ensuring their views are considered for decision making purposes.

The Group regularly shares Group metrics to all business units allowing them to have visibility over Group performance. In addition to this there is regular distribution of financial performance packs which include financial and operational metrics. As part of an annual process there is an annual budget process which involves input from each business unit and upon completion these are communicated back to the employees to ensure there is an awareness of the financial targets for their respective business units.

This Is Gain Global Limited (formerly Sideshow Group Ltd) has a number of measures in place to review employee engagement and well-being. There are regular NPS surveys which are undertaken and communicated back to the board. Pulse scores and other specific business unit initiatives and feedback mechanisms are used to gather information. The results are discussed across various stakeholders in the business to ensure there is an awareness of factors important to employee engagement, in addition allowing the Group to take a proactive approach to continue focus on staff engagement and well-being.

Senior leadership team

The Senior leadership team within the Group are regularly involved in strategic and operational meetings which provide context of current trading performance and an ongoing future outlook. The strategic direction is driven by the This Is Gain Global Limited (formerly Sideshow Group Ltd) board, with regular monitoring of the targets.

The execution of the Group strategy is managed by a steering group across the business units who will input into the Senior Leadership teams. This approach ensures teams and colleagues across the Group are constantly in touch with the vision shared by the Board.

Business relationships

Our Strategy prioritises maintaining strong long-term relationships with both our clients and suppliers. We focus on client feedback and act accordingly. We maintain regular communication through the group through meetings at both an operational level and strategic level ensuring there are clear service level agreements in place.

Community and environment

We are committed to supporting the communities in which we operate, including local businesses. We want to ensure we are operating responsibly and making a significant positive impact. Our employees engage in volunteering in local community projects. As a group we are also conscious of taking regular steps to help protect the environment through our operating activities. We are actively implementing procedures to help conserve energy and drive a sustainable culture. Further details of the key initiatives are outlined in the Streamlined Energy and Carbon Reporting section.

Shareholders and lenders

Our shareholders and lenders play an important role in our business growth strategy. We maintain close and supportive relationships with this Group of long-term stakeholders, characterised by openness, transparency and mutual understanding. Our shareholders regularly receive updates and communication on Group strategy, performance and outlook.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 March 2025.

The principal activity of the group was that of digital media services.

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

The results for the year are set out on page 12.

No ordinary dividends were paid. The directors do not recommend payment of a dividend.

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

Azets Audit Services were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put to a General Meeting.

Under The Companies (Directors Report) and Limited Liabilities Partnerships (Energy and Carbon Report) Regulations 2018 we are mandated to disclose our UK energy use and associated greenhouse gas (GHG) emissions. Specifically and as a minimum we are required to report those GHG emissions relating to natural gas electricity and transport fuel, under the streamlined energy and carbon reporting (SECR) regulations.

To ensure we achieve the transparency required and deliver effective emissions management we implement and utilised robust and accepted methods accordingly whilst the regulations provide no prescribed methodology we collate our GHG data annually and completes the calculation of our carbon footprint using the latest DEFRA/BEIS emissions factors.

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

The chosen intensity measurement ratio is total gross emissions in kg of CO2e per employee, the recommended ratio for the sector.

As a business that is predominantly office based our environmental impact is relatively low and as a responsible organisation we work to the following principles:

• Home working where feasible

• The use of video conferencing facilities for meetings in preference to travel

• The use of public transport in preference to car use

• Minimal use of flights despite our increasing international presence

• Efficient energy use in our buildings

• We have an electric vehicle scheme available to staff

• We operate a cycle to work scheme

• We have cycle parking and shower facilities available in most offices

The information above relates to the year ended 31 March 2025. The directors remain committed to the measures listed below and continue to promote awareness of the environmental impact of our actions.

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 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. It has done so in respect of the fair review of business, performance and outlook and the principal risks and uncertainties.

We have audited the financial statements of This Is Gain Global Ltd (Formerly Sideshow Group Ltd) (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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 March 2025 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.

Material uncertainty related to going concern

We draw attention to Note 1.4 in the financial statements, which indicates the uncertainty relating to the group's ability to meet financial covenant tests over its credit facilities in the rolling twelve months to March 2026, June 2026, and September 2026. As stated in Note 1.4, these events or conditions, along with other matters as set forth in Note 1.4, 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.

Except for the matter described in the Material uncertainty related to going concern section, we have determined that there are no other key audit matters to be communicated in our 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.

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.

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

• Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud; 

• Reviewing minutes of meetings of those charged with governance;

• Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the entity through enquiry and inspection; 

• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;

• Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's loss for the year was £4,650,638 (2024 - £3,136,702 loss).

This is Gain Global Limited (formerly known as Sideshow Group Ltd) (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Avalon, 26-32 Oxford Road, Bournemouth, Dorset, United Kingdom, BH8 8EZ.

The group consists of This Is Gain Global Ltd (Formerly Sideshow Group Ltd) 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 Group. Monetary amounts in these financial statements are rounded to the nearest £.

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

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

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

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The consolidated group financial statements incorporate the financial statements of the parent company This Is Gain Global Ltd together with all entities controlled by the parent company (its subsidiaries). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

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

These financial statements are prepared on the going concern basis. The directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cause doubt on the group's ability to continue as a going concern.

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 4.  The group meets its day-to-day working capital requirements through the management of its daily cashflows with the added security of having the availability of an RCF facility. The current economic conditions create uncertainty particularly over (a) the level of demand for the company’s services; (b) the technology risk; and c) competition for staff.

The group’s forecasts and projections, which have been prepared based on expected levels of performance across each group company, demonstrate that the group should be able to operate within the level of its current facility and to continue to meet its obligations under its borrowing agreements. However, while the Directors believe the covenant measures will be met at each applicable quarter date through to September 2026, other matters such as the current economic conditions do create a material uncertainty.  The Directors feel that there is sufficient headroom within these facilities and expect any downturn in performance to be managed through close control of costs. The Directors will continue to maintain open and transparent communications with the lenders about its performance and future borrowing needs and no matters have been drawn to its attention to suggest that continued support will not be forthcoming. The Directors and group also have the full support of the shareholders, which has been demonstrated with some additional investment since the year end.

The directors therefore feel that despite the challenges of the current economic environment, they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future, and to meet its liabilities as and when they fall due.  Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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 10 years.

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.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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:

Tangible fixed assets are measured at cost, 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 profit and loss account.

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

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 balance sheet 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.

Cash and cash equivalents

These comprise cash at bank and other short term highly liquid bank deposits with an original maturity of 3 months or less.

Debtors

Debtors do not carry any interest and are stated at their nominal value. Appropriate allowances for estimated irrecoverable amounts are recognised in the profit and loss account when there is objective evidence that the asset is impaired.

Trade creditors

Trade creditors are not interest bearing and are stated at their nominal value.

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.

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 profit and loss account 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.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

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 company 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.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

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 following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Judgement is required in selecting the appropriate timing and amount of revenue recognised. For fixed price contracts for the provision of professional services with defined deliverables revenue is recognised based on the stage of completion of the project using estimates of time and material costs to be incurred. These estimates are reviewed and revised on a regular basis.

Certain of the acquisitions made by the Group include an element of contingent consideration dependent on future results. The Directors provide for the contingent consideration where it can be reliably estimated based on expected future results of the acquired entity.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Management establishes a reliable estimate of the useful life of intangible assets including goodwill. This estimate is based on a variety of factors such as the expected use of the assets and the assumptions that market participants would consider in respect of similar businesses. Management review the estimate of useful lives at each reporting date based on the utility of the assets – see accounting policy 1.7.

At each balance sheet date intangible assets including goodwill are assessed to determine whether there is any indication that the asset or related cash generating unit may be impaired, for example trading losses or reduction in cash generation. If there is such an indication the carrying value is compared to the recoverable amount and value in use to determine whether an impairment write down is required. The recoverable amount is based on values that market participants may be expected to pay in respect of similar businesses. Value is used in based on expected future cash flows discounted as appropriate. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

All turnover arises from the provision of digital media services.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2024 - 2).

The average monthly number of persons (including directors) employed by the group 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:

Details of the company's subsidiaries at 31 March 2025 are as follows:

Registered office addresses (all UK unless otherwise indicated):

Loans from group undertakings include loan notes of £6,767,441 (2024: £6,767,441), and associated accrued interest of £1,327,015 (2024: £797,471). Interest of 7% per annum is charged on the loan notes. The loans are unsecured and are repayable in full in 2031 or 2032, depending on the terms of the loan note.

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.

Ordinary - Each share is entitled to one vote in all circumstances and shares have equal rights to dividends.

Ordinary A & B - These shares do not carry voting rights. The shares are entitled to distributions as the company determines and distributions in respect of one share class does not entitle the holders of other classes to receive distributions.

The company, together with other group companies,  has entered into fixed and floating charges over its property and undertakings relating to security over borrowings in another group company.  At the year end the total of secured borrowings was £90,150,000 (2024: £90,150,000).

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:

Following a strategic internal reorganisation the trade of the subsidiary companies will move to This is Gain Limited over the course of FY26 and any trading income and costs that remains within the subsidiaries will be re-charged to This is Gain Limited from that point onwards. Following the completion of this re-organisation all assets and liabilities will be transferred to This is Gain Limited and these subsidiary companies will eventually become dormant. This will not impact the consolidated reported This is Gain Global Limited (Formerly Sideshow Group Ltd) financial results, but reflects a change in the subsidiary structure below the Group companies. 

The remuneration of key management personnel is as follows.

During the year, the company was charged fees of £25,000 (2024: £25,000) by Waterland Private Equity Investments, a related party due to their shareholding in This is Gain Topco Limited (formerly Sideshow Topco Limited).

Included within other borrowings more than one year is £6,524,079 (2024: £5,085,958) of loan notes due to related parties. During the year interest of £290,504 (2024: £332,727) was charged.

The company’s immediate parent undertaking is This is Gain Bidco Limited (Formerly known as Sideshow Bidco Limited).

The smallest group in which the results of the company are consolidated is that heased by This is Gain Topco Limited (Formerly Known as Sideshow Topco Limited). These are available from Companies House.

The largest group in which the results of the company are consolidated is that headed by Waterland Private Equity Fund VII CV. The registered office of this company is Brediuisweg 31, 1401 AB Bessum, Netherlands. The accounts of this entity are not publicly available.

The directors consider there not to be a singular controlling entity or controlling party.

During the year, the group began to capitalise staff costs relating to the development of intangible assets, constituting a change in accounting policy. As this is a change in policy, it has been applied retrospectively to the prior year and an adjustment in relation to the year ended 31 March 2024 has been recognised.

Management have determined the valuation of the capitalised development costs based on recorded staff costs, capitalising the cost relating to time spent by staff on the intangible asset being developed. This has been determined for both the current and prior year and is reflected in the value of development costs additions as disclosed in the financial statements.