For the nine months ended 31 March 2025
The directors present the strategic report and financial statements for Space & Time Group Limited (the group) for the nine months ended 31 March 2025.
On the 29 October 2024, the ultimate owner of the Space and Time group changed when the Indian based Nazara Technologies Ltd backed global advertising technology firm, Datawrkz Business Solutions Pvt Ltd (Datawrkz), acquired a 68.75% stake in Space and Time Group Ltd. The investment will accelerate expansion globally as we continue our mission to become the world’s largest growth marketing group. The businesses will have access to Datawrkz programmatic advertising technology and expertise to optimise campaign performance and outcomes for clients. Additionally, it will facilitate the fast-tracking of the development of our proprietary products and technology and accelerate our artificial intelligence strategy. Our shared principles focussed on client success and the complementary capabilities and geographical locations represents significant potential for collaboration and for further unlocking opportunities for our clients.
Additionally, on the 29 October 2024, the founder directors of the subsidiary Adgenda Media International Ltd completed a Management Buyout (MBO) of the business from its immediate parent Space & Time Media Ltd. The terms of the deal included the purchase of Space & Time Media Ltd’s 55% ordinary share capital in the subsidiary for a total consideration of £2.7m million. The results of the subsidiary have been included in these consolidated financial statements up to the point of disposal.
The group’s strategic expansion into new sectors helped to deliver gross profit in the nine months of £8,610,232 (2024: £14,589,217) and a gross margin of 13.3% (twelve months 2024: 16.8%).
Administration expenses before exceptional items for the nine months were £9,345,844, (twelve months 2024: £12,115,673). After exceptional income of £842,413 in the the period (twelve months 2024: £1,090,520 exceptional cost) the group recorded operating profit for the nine months of £106,801 (twelve months 2024: £1,383,024).
The goodwill amortisation charge fell due to the disposal of Adgenda Media International Ltd and it being a nine-month period to £1,358,035 (twelve months 2024: £1,848,026). Additionally, the group made a profit on disposal from the sale of Adgenda Media Ltd of £2,532,265. The above meant that at the end of the nine-month period the group reported a profit before tax of £783,854 (twelve months loss before tax 2024: £1,023,862).
At Space & Time, we’ve created a whole new approach to growth marketing. One that helps businesses large and small redefine their potential. Whether growing sales, profits, sentiment, awareness or market share, we blend commerciality, innovation and leading tech. This lets us pinpoint success and respond to change.
We’re here to help the bold, innovative and curious look past the norm. Because true improvement is about so much more than metrics. It’s about understanding people. Having commercial empathy and seeking out better forms of growth.
We unlock better value for our clients in all kinds of ways. From better returns to innovation and problem-solving, progressive thinking is at the heart of our media and creative services. Because things don’t improve without bold new approaches. And businesses can’t grow sustainably without new and better ideas.
In business, not all growth is equal, or even good. By asking the right questions, we help clients experience the right kind of exponential growth that supports their vision. From scaling new products, to improving your business model and building more customer engagement, we go way beyond media buying, planning or metrics.
We act as guides and challengers, unlocking hidden value and growth potential. Then planning, testing and tracking every relevant data point. Whatever the market, sector or media, we bring commercial empathy to every partnership, planning your growth against your industry. All so you can make better growth choices suited to your strategy.
Our technology lets us see deeper and act faster. Our human insight gives data real value. And our personal approach means we live and breathe your business. This unique combination lets us deliver unparalleled thinking that creates growth in ways no one else sees or expects. All so you can take markets by storm.
This is what it means to redefine your potential.
Space & Time operates across offices in the UK, US and Asia and during the year the group continued to see growth across its strategic objectives and continued to solve evolving client challenges with the development and launch of new products in its technology and performance creative divisions.
Furthermore, the group deepened its expertise and proprietary tools in the property sector, launching new products for existing clients and also winning multiple contracts with new clients. Additionally, we continued to diversify our client base through our specialist Health and E-Commerce teams, onboarding 20+ new clients in the year.
Our strategy to combine commerciality, innovation and technology to deliver exceptional returns, not just metrics, for clients, saw the group collect a number of awards:
BIMA100 Winner – Chris Jones – CEO & Leader 5m +
BIMA100 Winner – Helena Taylor – Rising Star
The Wires Global – Winner – Best Digital Campaign (WOLF)
The Wires Global – Winner – Best Regional Campaign EMEA (Funko)
Prolific North Marketing Awards – Highly Commended – Best Property & Construction Campaign – Avant (with Holdens)
BIMA Awards Winner – Best use of Data (Ignition)
Drum Awards Festival Winner – Digital Media (WOLF)
CMA’s Agency of the Year Finalist – Space & Time – Redefining Potential
Looking ahead, Space & Time will invest in its partnerships with new and established platforms to bring new and exciting opportunities to clients. The group will also continue to deliver on its AI roadmap and ESG programmes, the latter spearheaded by our ambition to achieve BCorp status in the year ahead.
Culture
The group places huge value on our talent and we have a number of initiatives that recognise this and enhance our staff's general well-being and reiterates our commitment to social and environmental sustainability across the organisation.
Our continued investment in the group's award-winning Space Academy training and development programme provides all staff with online bespoke learning pathways.
'LaunchPad', our talent attraction and induction programme, educates new starters on our values as well as our stance and instructions for accessing our support programmes for mental health, wellbeing, training and personal development, Corporate Social Responsibility and introduces them to a 'buddy' and line manager that will oversee their growth in the group.;
Our flexible working policy continues to give staff greater flexibility and control of their work/life balance;
As a Living Wage Employer, we are committed to ensuring that our staff and the staff of any suppliers we work with are paid commensurately with the relevant living wage; and
Recognising the importance of minimising our impact on the environment and in keeping with our ambition to become BCorp certified, we continued to work towards net zero through the year and saw a material improvement in the reduction of our emissions per £m of revenue.
Principal risks and uncertainties
The group regularly reviews business risk and aims to mitigate these risks wherever possible through its internal systems and controls and where appropriate, targeted staff training. The directors consider the group's main commercial and financial risks to be:
Economic uncertainty
Whilst the macroeconomic climate has stabilised to some degree, in comparison with the significant number of economic shocks experienced in previous financial years there is still, sustained price inflation, continued labour market pressures and higher than target interest rates that present significant headwinds within the UK economy. The group has assessed the risks and the potential impact on the business as a result of these economic factors, and measures have been taken to mitigate such risks and their impact as far as possible. These include continued focus on sector diversification, reviews of commercial terms with existing clients to improve certainty around income streams, and ongoing prioritisation of internal talent development to improve staff retention and reduce costs. The group remains operationally profitable since the year end and has sufficient cash resources for the foreseeable future. As a result, the directors believe that they have the ability to respond effectively to continued uncertainty and that the group will be able to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of the approval of these financial statements.
In common with all businesses, the performance of the group will be influenced by the general economic environment. We closely monitor leading market indicators particularly for sectors that our major clients and suppliers operate within. In addition, we work closely with all our clients and suppliers to ensure that we remain informed of how their businesses are performing and the key challenges that they face. The group reforecasts, at a minimum, on a quarterly basis and closely monitors its cash flow. It has historically and will continue to act promptly and decisively to address its business operations and cost base as and when trading or cash flow circumstances dictate.
Client retention
As a growth marketing business, we enable our clients to secure optimal value from every part of the customer experience and their marketing investment. We form long-term partnerships through business empathy and commercial alignment, working across fully managed, hybrid or in-house models to deliver best-in-class expertise across media, technology, performance creative and training, driving market-beating long-term growth outcomes. We deliver this proactive approach every day, regularly monitoring and responding to our clients' needs and their pre-agreed KPls.
Credit and cash flow risk
The group, in common with all other businesses, is potentially exposed to the risk of non-recovery of its debts. This risk is mitigated by credit checking and having credit limits in place for all customers. In addition, the group operates a robust credit control regime and wherever possible, credit insures its clients.
Trade creditors' liquidity risk is managed by ensuring sufficient funds are available to meet debts as they fall due. The group has a £6.5 million receivables finance facility in place with Barclays Bank PLC that provides appropriate working capital to meet the group's day to day business needs. The group's long-term business forecasts support the view that the group will have adequate resources to meet its debts as they fall due for the foreseeable future and for at least twelve months from the date of signing of these financial statements.
Exchange rate fluctuations
A significant part of the group's activities are UK based but for its material overseas trade it mitigates exchange rate risk to a greater extent by ensuring that its overseas customers settle, and their related suppliers are paid, via the group's US Dollar and Euro bank accounts wherever possible.
Key performance indicators
The key performance indicators monitored by the directors are those that best demonstrate the financial performance and strength of the group. Specifically, we look at year on year trends in the profit and loss account, in turnover and gross profit margin and on the balance sheet, the level of net current assets and cash balances to monitor the financial health and liquidity of the group.
The group’s strategic expansion into new sectors helped to deliver turnover in the nine month period of £64,867,216 (twelve months 2024: £86,709,103) and gross profit of £8,610,232 (2024: 14,589,217) and a gross margin of 13.3% (twelve months 2024: 16.8%).
Administration expenses before exceptional items for the nine months were £9,345,844, (twelve months 2024: £12,115,673). Two exceptional items arose during the period as a result of the two transactions noted above. Specifically, the group incurred one off restructuring costs of £759,728. Additionally, the terms of the disposal of its investment in Adgenda Media International Ltd included the release of the group’s intercompany indebtedness to its subsidiary and was therefore able to record exceptional income of £1,602,141 in the period. The net effect of these two items gave rise to the exceptional income of £842,413 in the profit and Loss account for the period (twelve months 2024: £1,090,520 exceptional cost). The net impact of all the above meant the group recorded operating profit for the nine months of £106,801 (twelve months 2024: £1,383,024).
The goodwill amortisation charge fell due to the disposal of Adgenda Media International Ltd and it being a nine-month period to £1,358,035 (twelve months 2024: £1,848,026). Additionally, the group reported a profit on disposal from the sale of Adgenda Media Ltd of £2,532,265. The above meant that at the end of the nine-month period the group reported a profit before tax of £783,854 (twelve months loss before tax 2024: £1,023,862).
The tax charge for the nine month period was £393,898 (twelve months 2024: £516,773. The primary driver for this was the fall in non-deductible transaction expenditure or tax purposes in the current period compared to the prior year. The profit / loss after tax for the period was £389,956 (twelve months loss 2024: £1,540,635)
Cash at bank and in hand was down marginally in the period at £1,754,366 due in part to the funding requirements of the transactions in the year (2024: £2,116,938). The Group reported net current liabilities broadly in line with the prior year of £6,265,567 (2024: £6,224,627). Net liabilities for the group grew to £5,684,883 (2024: £3,215,578) driven by the disposal of Adgenda Media Ltd and the related funding requirements including those from group undertakings to complete the Datawrkz transaction in the period.
The directors are encouraged by the trading, financial strength and cash generation in the months that have followed the year end and whilst the economic climate remains challenging, there are reasonable grounds to expect the financial strength of the group to continue to improve for the rest of the next financial year.
The Board’s long-term growth strategy is for the group to build strategic and commercial alignment with our clients' own business objectives to ensure long-term value creation, growth and deeper partnerships. This coupled with our ubiquitous commercial approach means that we deliver for our clients truly integrated solutions designed to expedite and enhance growth opportunities across their entire marketing operation.
The group aims to be a highly relevant growth partner to its clients by ensuring our capability is aligned with the entire customer journey and the proprietary products offered significantly enhance their growth prospects, many of these being designed to be authentic to the specific industry and sector our clients operate in. This is a key component of the group's strategy to grow into new sectors and along with our partnership with Datawrkz, will play a key role in the Boards commitment to achieving future growth both organically and by acquisition.
The Board recognises the importance of the group's wider stakeholders when performing their duties under Section 172(1) of the Companies Act and their duties to act in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole and in doing so have regard (amongst other matters) to:
The likely consequences of any decisions in the long term
The interests of the group's employees
The need to foster the group's business relationships with suppliers, customers and others
The impact of the group's operations on the community and environment
The desirability of the group maintaining a reputation for high standards of business conduct
The need to act fairly between members of the group
The Board considers that all their decisions are taken with the long-term in mind, understanding that these decisions need to regard the interests of the group's employees, its relationships with suppliers, customers, the communities and the environment in which it operates.
As a Board we fulfil our duties as follows:
Group repositioning
The group's divisional restructure is now embedded in our operational and reporting structures and has strengthened our strategic position for years to come. Additionally, we continue to develop our market position in a number of industry verticals outside of the residential development sector, to support the ongoing diversification of our client portfolio, whilst ensuring that our property expertise is maintained.
Employees, Community and Environment
The group recognises the huge impact that our employees make and our commitment to other important initiatives. This is described fully in the 'Culture' paragraph, on Page 2 of these financial statements.
Clients & suppliers
Securing and retaining clients and suppliers is another core focus. Our approach to this is explained in the 'Client Retention' and Economic uncertainty paragraphs on Page 3 of these financial statements.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 March 2025.
The results for the period are set out on page 16. Dividends of £2,731,402 (2024:£nil) were paid out in the period. The directors do not recommend payment of a final dividend.
Principal risks and uncertainties
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 principal risks and uncertainties.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The auditor, Moore Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
In keeping with the change to the reporting period, figures for FY25 are presented on a like-for-like basis alongside 75% of the FY24 values.
Savings in Scope 2 emissions were realised when the landlord for the Reigate office disclosed that a 100% renewable provider was being used.
Small period-on-period drops were also seen in the homeworking and commuting categories under Scope 3 emmissions, however Scope 3 emissions from business travel increased materially year-on-year, primarily due to a significant rise in international travel following the company’s acquisition by Datawrkz. Essential to align operations, integrate systems, and establish relationships across global markets, much of this travel was exceptional and not considered a long-term threat to the Agency's ambitions concerning net zero.
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2025 Government’s Conversion Factors for Company Reporting.
Over the coming months the company intends to begin the transition to the new UK SRS standard.
The 2025 GHG conversion factors have been used throughout, other than as concerns homeworking emissions, for which we have made use of the same underlying research (EcoAct whitepaper 2020) as the GHG data but applied a more granular approach which disregards several of the assumptions made by the GHG, in particular:
- 100% of UK homes are heated by natural gas when more recent research indicates this figure as 86% for England (gov.uk English Housing Survey 2023-2024: Low Carbon Technologies in English Homes) and 81% for Scotland (gov.scot Scottish House Condition Survey: 2022). The lion’s share of this decrease in share likely attributable to the growth in use of heat pumps over the period since the EcoAct whitepaper was published, with installations in 2024 estimated at 100,000 and in 2025 YTD estimated at 120,000 (Microgeneration Certification Scheme)
- Heating is used 50% of the year when our survey of staff indicates an average figure of 30% of the year
- Heating is used 10 hours per day during the months that it is in use, when our survey of staff indicates an average below 9 hours per day
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m revenue, giving the business a scalable understanding of its performance on this core metric as its growth plans are realised over the coming years.
The following measures were taken in the year to improve energy consumption:
The London office was relocated to a shared space during the reporting period. The energy provided for this new space is not 100% renewable, unlike the previous space, meaning a material increase in emissions on a market-based attribution model (used here). However a substantial reduction in floorspace and an increased use of homeworking has seen a reduction in the energy used in absolute terms, meaning that a location-based attribution model would see a drop in emissions vs the previous location.
The Reigate office was downsized materially at the end of this reporting period, which will have an impact on power consumed for this location in the coming reporting period, when understood on a location-based attribution model. Since the utilities provider is already 100% renewable the impact on reported market-based emissions will be nil.
It was established during the period that the energy procurement for the Manchester office is 100% renewable. Consequently while the Kwh value for this office is included in the total, it is excluded from the emissions calculation.
Engagement with the company's Cycle 2 Work scheme continued, with one new loan taken on during the period.
In December 2024 Space & Time purchased an offset of 418 tCO2e through a Gold-Standard accredited scheme, sufficient to cover all operational emissions generated during FY24. A similar purchase will be made in respect of emissions during FY25.
The step challenge first introduced in early 2023 was repeated during this reporting period, encouraging changes to commuting behaviours by inviting staff to compete to achieve the highest step count over a month.
We have audited the financial statements of Space & Time Group Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise the Group Profit and Loss Account, 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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
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 period 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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
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. 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.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent 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, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. 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.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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 Profit and Loss Account 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 profit and loss account and related notes. The company’s loss for the year was £1,539,142 (2024 : £1,614,813 loss).
Space & Time Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Dean Park House, Dean Park Crescent, Bournemouth, Dorset, BH1 1HL.
The group consists of Space & Time Group 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 £.
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 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;
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’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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.
The consolidated financial statements of Space & Time Group Limited are available from Dean Park House, Dean Park Crescent, Bournemouth, Dorset, BH1 1HL.
The consolidated group financial statements consist of the financial statements of the parent company Space & Time Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
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.
Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates. In the group financial statements, associates are accounted for using the equity method.
The group made a profit for the year of £389,956 (2024: loss of £1,540,635) and as at the balance sheet date had net liabilities of £5,684,883 (2024: £3,215,578).
At the time of approving the financial statements, the directors have considered the fact that the group has continued to trade profitably throughout the period since its financial year end. In addition, the group’s long-term business forecasts support the view that the group will have adequate resources to continue its operations and to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements. As a result, the directors believe it appropriate for the financial statements to be prepared on a going concern basis.
The financial statements are presented for a period of 9 months to 31 March 2025. The comparative period was one year so the comparatives are not entirely comparable. The period was shortened to bring the company reporting period in line with the period-end in the wider group.
Turnover is recognised at the fair value of the consideration received or receivable for goods and 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.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Media revenue is recognised when charges are made to clients, principally when advertisements appear in the media. Fees are recognised over the period of relevant assignments or agreements.
When the outcome of the transaction can be estimated reliably, turnover from advertising space and management of media work is recognised by reference to the stage of completion at the balance sheet date. Stage of completion is measured by reference to when services are rendered. Where the outcome cannot be measured reliably, turnover is recognised to the extent of expenses recognised that are recoverable.
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.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the company / group financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the company / group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company / group holds a long-term interest and where the company / group has significant influence. The company / group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the company financial statements, investments in associates are accounted for at cost less impairment.
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 (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) 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 (or cash-generating unit) 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 (or cash-generating unit) 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.
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.
Basic financial assets, which include debtors 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.
Trade debtors, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
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 creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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.
Trade creditors 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 creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
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.
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 profit and loss account, 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, 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.
The fair value of equity-settled share based payments to the employees is determined at the date of grant and is expensed on a straight-line basis over the vesting period based on the company's estimate of shares or options that will eventually vest.
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.
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 estimates have had the most significant effect on amounts recognised in the financial statements.
In the normal course of business, the company makes an estimate of the amount and volume of media costs associated with each sale when the sale is ordered as well as any related rebates under the matching principle. These costs and rebates are reviewed periodically and adjusted where necessary.
The annual amortisation charge for intangible assets is sensitive to changes in the estimated lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. Goodwill impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See note 15 for the carrying amount of the intangible assets.
The directors have completed a review of the trade debtor balances to determine balances which are unlikely to be received and a provision has been accounted for where necessary.
The investments held by the company are reviewed annually for impairment. If there is an indication of impairment, management will impair the asset to its recoverable amount.
The Directors have considered the carrying value of intercompany debtors at the reporting date. In establishing an appropriate provision, they have considered the on-going trading and net asset position of the respective companies as well as the nature of intercompany transactions, the ability of the group to vary these to ensure full recovery and the profitability of the group as a whole.
In the pursuit of growth, the group incurred some exceptional one-off costs in the current and prior periods.
Details of the exceptional one-off costs for the current periodcan be found in the strategic report.
Details of the exceptional one-off costs in the prior period are as follows:
The ultimate owner of the group changed on 29 October 2024 and in the period leading up to the 2024 year-end, negotiations had reached an advanced stage. As a result, significant due diligence and legal and professional advice had been undertaken with exceptional one-off professional fees of £1,015,667 incurred in order to successfully deliver completion post year end. Additionally, the group took the strategic decision to invest £74,853 in implementation costs for a new group wide enterprise system that will provide the contemporary technical infrastructure required to continue to facilitate and support our growth marketing strategy, The combination of these two significant investments in the business gave rise to exceptional one-off costs in the year of £1,090,520.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2024 - 7).
See note 28 for further details of the gain on disposal.
The actual charge for the period can be reconciled to the expected charge/(credit) for the period 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):
Details of associates at 31 March 2025 are as follows:
Registered office addresses:
1. Dean Park House, Dean Park Crescent, Bournemouth, Dorset, England, BH1 1HL
The group's bank holds a fixed and floating charge over all assets of the group in respect of an invoice discounting facility provided to the group.
Other loans relates to loan note B which is unsecured.
Loan note B with a carrying value of £7,668,704 was issued on 2 July 2018 at a nominal interest rate of 1.5% per annum for repayment in full by 1 July 2023. The loan note was amended in the year as described below. As at the year end, fair value was £3,788,209 (2024: £4,806,609).
On 5 March 2023 the group board approved amendments to the terms of the remaining loan notes. The key changes were an extension of their redemption date to 30 June 2025 and a change to the interest rate from a fixed 1.5% to a floating 1.75% over Bank of England base rate with effect from 1 July 2023.
On 28 June 2024, the group board approved amendments to the terms of the remaining loan notes. The key change was an extension of their redemption date to 30 June 2026.
On 29 October 2024, the group board approved amendments to the terms of the remaining loan notes. The redemption of the loan notes was extended, with the first tranche due for repayment on 29 October 2025, and the final tranche due for repayment on 29 October 2030. The other change was that from 29 October 2028, the interest rate will be a floating 3.5% over the Bank of England base rate.
Loans from group undertakings parties relate to a loan from the immediate parent entity. This loan is accruing interest at a floating interest rate of 3.5% above the Bank of England base rate. The capital is repayable in three equal tranches annually, with the first amount repayable on 28/10/2025. As at the period-end, £499,483 is repayable within one year.
Loans from related parties relate to loans from a group entity. These loans are accruing interest at a floating interest rate of 3.5% above the Bank of England base rate. As at the period-end, £100,000 is repayable within one year.
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.
At year end, the amounts outstanding in respect of pension contributions payable is £37,342 (2024: £34,110).
The A, B and C ordinary shares have attached to them voting, dividend and capital distribution rights. The E ordinary shares were held by the Employee Benefit Trust and had no dividends and voting rights.
During the period, each £1 E Ordinary share was redesignated as a £1 C Ordinary share.
There was also a share subdivision and redesignation such that; each 1 £1 A Ordinary share became 7 £0.1 A1 Ordinary shares and 3 £0.1 A2 Ordinary shares, each 1 £1 B Ordinary share became 7 £0.1 B1 Ordinary shares and 3 £0.1 B2 Ordinary shares, and each 1 £1 C Ordinary share became 7 £0.1 C1 Ordinary shares and 3 £0.1 C2 Ordinary shares.
The A2, B2, and C2 shares, representing £30,000 in nominal share capital, were cancelled.
There were no options outstanding at 31 March 2025, as they had all been exercised in the year with an exercise price of £1. The calculated charge to the Profit and Loss account in respect of the unvested options is not material and has therefore not been included in these financial statements.
On 29 October 2024 the group disposed of its 55% holding in Adgenda Media International Limited. Included in these financial statements are losses of £14,155 arising from the company's interests in Adgenda Media International Limited up to the date of its disposal.
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:
No guarantees have been given or received.
As permitted by FRS 102 Section 33 "related party disclosures", the financial statements do not disclose transactions with the immediate parent company and wholly owned fellow subsidiaries on the basis that group financial statements are prepared.
During the period, the group had sales of £nil (2024: £128,008) and purchases of £509,353 (2024: £639,129) with EG Media Limited, a company of which Space & Time Media Limited own 45% of the share capital. During the period, EG Media Limited declared dividends totalling £nil (2024: £29,250) to Space & Time Media Limited, a group company. As at 31 March 2025, the group owed a net amount of £219,035 (2024: £447,584) to EG Media Limited.
During the year, the group had sales of £342,647 (2024: £52,545) and purchases of £2,213,361 (2024: £5,279,503) with Adgenda Media International Limited, a company in which Space & Time Media Limited owned 55% of the share capital. On 29 October 2024, the companies ceased being related parties, so there are no transactions disclosed for the period from 30 October 2024 to 31 March 2025 nor is there a period-end balance disclosed as at 31 March 2025. As at 30 June 2024, the group owed a net amount of £2,659,459 to Adgenda Media International Limited.
During the period, the group made purchases of £42,033 (2024: n/a) with Datawrkz Business Solutions Private Limited, its ultimate parent company. As at 31 March 2025, there were amounts outstanding of £nil (2024: n/a) due to Datawrkz Business Solutions Private Limited.
During the period, the company received loans totalling of £1,159,097 (2024: n/a) from Mediawrkz Inc., a related party within the wider group of Datawrkz Business Solutions Private Limited. As at 31 March 2025, a balance of £1,159,097 (2024: n/a) was outstanding, of which £100,000 (2024: n/a) is held within creditors due within one year.
All of the above transactions were at arm's length and no amounts were provided for or written off during the year.
At the period end, P Jones was owed a loan balance of £3,788,209 (2024: £4,806,609) by the company in relation to the management buy-out in the year ending 30 June 2019. During the period , interest of £221,849 (2024: £344,003) was accrued for on the loan. P Jones was a director and shareholder of the company.
On 15 March 2023 the group board approved amendments to the terms of the remaining loan notes. The key changes were an extension of their redemption date to 30 June 2025 and a change to the interest rate from a fixed 1.5% to a floating 1.75% over Bank of England base rate with effect from 1 July 2023. These changes provided additional long-term funding to the group for the foreseeable future.
On 28 June 2024, the group board approved amendments to the terms of the remaining loan notes. The key change was an extension of their redemption date to 30 June 2026.
On 29 October 2024, the group board approved amendments to the terms of the remaining loan notes. The redemption of the loan notes was extended, with the first tranche due for repayment on 29 October 2025, and the final tranche due for repayment on 29 October 2030. The other change was that from 29 October 2028, the interest rate will be a floating 3.5% over the Bank of England base rate.
At the period end, the company was owed £5,000 (2024: £42,320) by individuals who are directors and indirect shareholders of the company. At the period end, the group was owed £5,000 (2024: £165,245) by these individuals.