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Registered number: 03406501 Once Upon A Time Marketing Limited Annual Report and Financial Statements For the Year Ended 30 April 2025
Once Upon A Time Marketing Limited Company Information
Directors | A C Pilgram
| D E Miller
Registered number | 03406501
Registered office | 98 Theobalds Road (1st Floor)
| London
| WC1X 8WB
Independent auditors | Hurst Accountants Limited
| Chartered Accountants & Statutory Auditors
| 3 Stockport Exchange
| Stockport
| Cheshire
| SK1 3GG
Bankers | Barclays Bank Plc
| PO Box 299
| Birmingham
| B1 3PF
Solicitors | Osborne Clarke
| 2 Temple Back East
| Temple Quay
| Bristol
| BS1 6EG
Once Upon A Time Marketing Limited Contents
| Page
Strategic report | 1 - 2
Directors' report | 3 - 6
Independent auditors' report | 7 - 10
Statement of comprehensive income | 11
Balance sheet | 12
Statement of changes in equity | 13
Statement of cash flows | 14
Analysis of net debt | 15
Notes to the financial statements | 16 - 33
Once Upon A Time Marketing Limited Strategic Report For the Year Ended 30 April 2025
Introduction
The Directors present their Strategic Report and the financial statements for the year ended 30 April 2025.
Business review
Turnover for the year decreased to £17.6m from £18.3m in 2024, and gross profit reduced to £10.6m from £11.1m. EBITDAE (Earnings before interest, tax, depreciation, amortisation and exceptional items) was £1.4m compared with £2.2m in the prior year, reflecting the lower level of activity and higher overhead absorption. Profit before tax, and before exceptional items, was £1.1m compared with £2.0m in 2024. The Company reported a loss before tax of £11.4m for the year, compared with a profit before tax of £2.0m in 2024, after recognising an exceptional impairment provision of £12.5m against amounts owed by group undertakings. On 1 May 2024, the trade and assets of a fellow group company, Once Upon a Time Media Limited, were hived across to Once Upon a Time Marketing Limited. The Company was acquired by Once Upon A Time Creative Limited on 17 November 2025. The Company has been profitable through the year ended 30 April 2026 and various cost saving initiatives in the early part of 2026 will significantly improve profitability in the financial year to 30 April 2027.
Principal risks and uncertainties
Funding and liquidity The objective is to ensure continuity of funding and cash levels sufficient to meet the ongoing needs of the business. The policy is to smooth the cash management of the business and to arrange funding ahead of requirements, should it be needed. Competitive risk The company operates in competitive markets. The breadth of the client base reduces the possible effect of the loss of any one single client, and the business continually seeks to bring new customers in to minimise the potential risk of customer concentration. Competitive advantage The company focuses on providing clients with a wide range of added value services, thus developing very strong customer relationships. This enables the company to maintain long-term relationships with clients. Debtors The company maintains strong relationships with all its key clients, and has established credit control parameters. Appropriate credit terms are agreed with all customers and these are closely managed. Major disruption/disaster risk The company has a formal business continuity contingency plan which is reviewed regularly. Control environment The company has formal authority limits for all key decisions and clear administration procedures for the timely reporting of critical business information. Page 1
Once Upon A Time Marketing Limited Strategic Report (continued) For the Year Ended 30 April 2025 Employee involvement The company’s policy is to continue to develop its communications with all employees, to inform them on matters of concern to them as employees and to promote awareness of the financial and economic factors affecting the company and, subject to practical and commercial considerations, to consult them in decisions that affect their current jobs or future prospects. Disabled employees The company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. Financial Key Performance Indicators The following KPIs form part of the overall management administration structure used to monitor business performance:
|  |  |  |  | 2025 | 2024
| Operating profit margin (%) - see (1) below | 10 | 18
| Employment costs to gross profit (%) | 66 | 61
| Other operating costs to gross profit (%) - see (2) below | 24 | 21
| Gross profit per head (£) | 90,341 | 99,634
| Employment costs per head (£) | 59,312 | 61,110
| Other operating costs per head (£) - see (2) below | 21,864 | 20,933
| Operating profit per head (£) | 9,335 | 17,800
| (1) Operating profit margin represents Operating profit as a proportion of Gross profit. (2) Other Operating costs represents administrative expenditure less employee costs, and excludes exceptional items.
This report was approved by the board and signed on its behalf.
D E Miller Director
Date: 22 May 2026
Page 2
Once Upon A Time Marketing Limited Directors' Report For the Year Ended 30 April 2025 The directors present their report and the financial statements for the year ended 30 April 2025.
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgments 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 Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Results and dividends
The loss for the year, after taxation, amounted to £11,639,345 (2024 - profit £1,462,559). The Directors do not recommend payment of a final dividend.
Directors
The directors who served during the year were:
R D Ward (resigned 30 June 2025)
A C Pilgram
D E Miller
Future developments
The future developments of the Company are disclosed in the Strategic Report. Page 3
Once Upon A Time Marketing Limited Directors' Report (continued) For the Year Ended 30 April 2025
Financial instruments
Financial risk management The Company's operations expose it to a variety of financial risks which include the effects of credit risk and foreign exchange risk. The Company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the the Company by monitoring the factors that affect each of these risks. Liquidity risk The objective is to ensure continuity of funding and cash levels sufficient to meet the ongoing needs of the business. The policy is to smooth the cash management of the business and to arrange funding ahead of requirements, should it be needed. Credit risk Credit risk is managed by running credit checks on new customers and by monitoring payments against the contractual arrangements. Foreign exchange risk The Company maintains a natural hedge through the use of foreign currency bank accounts with sales and purchases made in foreign currencies. Funding risk The group, headed by Once Upon a Time Global Ltd during the year ended 30 April 2025, finances its operations by a combination of equity, cash flow loans, leases and working capital. The group undertakes short-term cash forecasting to monitor its expected cash flows against its cash availability and finance facilities. The group also undertakes longer term cash forecasting to monitor its expected funding requirements in order to meet its current business plan in the context of its existing facilities, and to identify and address its requirement for future funding facilities. The group also maintains an active dialogue with a wide range of finance providers in order to ensure that it is aware of all possible sources of finance when it is assessing the availability and cost of providing for the funding requirements in the current business plan. The Company was acquired by Once Upon a Time Creative Limited in November 2025 and this approach continues to be adopted in the new group. Page 4
Once Upon A Time Marketing Limited Directors' Report (continued) For the Year Ended 30 April 2025
Going concern
The financial statements have been prepared on a going concern basis. The Company experienced losses totalling £11.6m in the year ended 30 April 2025 (2024: £1.5m profit) after exceptional costs of £12.5m (2024: £nil). As a result, the Company has net liabilities totalling £1.6m (2024: £10m net assets) at the reporting date. The exceptional costs are one-off provisions made against amounts owed by group undertakings; these amounts were written off subsequent to the year end. The Company generated an Operating profit of £1.1m in the year ended 30 April 2025 (2024: £2.0m) and was profitable in the FY25/26 period, for which statutory financial statements have not yet been prepared. Subsequent to the year end, in November 2025, the entire share capital of the Company was acquired by Once Upon a Time Creative Limited (formerly Project Princeton Holdco Limited), with the new group effectively refinancing with debt facilities totalling £19,500,000. The Board has reviewed forecasts prepared by management, which demonstrate that, with continued focus on profitable business, and strong control of costs, the Company will meet its day-to-day working capital requirements from positive operating cash flows in the 12 months following the date of the accounts being approved. To this end, the Company is forecast to remain profitable through to 30 April 2027. The directors believe it is appropriate, therefore, to prepare the financial statements to 30 April 2025 on a going concern basis and there will be no adverse impact on solvency for more than twelve months after the date of approval of the financial statements.
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
Amounts owed by group undertakings totalling £13.9m were written off subsequent to the year end, of which £12.5m existed at 30 April 2025 and for which a provision has been made in these financial statements. Amounts owed to group undertakings totalling £2.8m were also waived (written back) subsequent to the year end. On 17 November 2025, the entire share capital of the Company was acquired by Once Upon a Time Creative Limited (formerly Project Princeton Holdco Limited). The share capital of the Company was reduced from £1,575,000 to £1, and reserves were credited by the same amount. At the same time, the share premium account was reduced by £12,600,000 and this amount was also credited to reserves. The ultimate parent undertaking is now Trinity Debt Holdings Limited, and there is not a single controlling party.
Auditors
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. Page 5
Once Upon A Time Marketing Limited Directors' Report (continued) For the Year Ended 30 April 2025 This report was approved by the board and signed on its behalf.
D E Miller Director
Date: 22 May 2026
Page 6
Once Upon A Time Marketing Limited Independent Auditors' Report to the Members of Once Upon A Time Marketing Limited
Opinion
We have audited the financial statements of Once Upon A Time Marketing Limited (the 'Company') for the year ended 30 April 2025, which comprise the Statement of comprehensive income, the Analysis of net debt, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 30 April 2025 and of its 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
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 Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Page 7
Once Upon A Time Marketing Limited Independent Auditors' Report to the Members of Once Upon A Time Marketing Limited (continued)
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the 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.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the 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.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so. Page 8
Once Upon A Time Marketing Limited Independent Auditors' Report to the Members of Once Upon A Time Marketing Limited (continued)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. • The outcome of enquiries of management, including whether management was aware of any instances of non compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. • Supporting documentation relating to the Company's policies and procedures for: - Identifying, evaluating, and complying with laws and regulations - Detecting and responding to the risks of fraud • The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. • The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. • The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: • Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. • Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. • Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. • Enquiring of management about any actual and potential litigation and claims. • Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud. Page 9
Once Upon A Time Marketing Limited Independent Auditors' Report to the Members of Once Upon A Time Marketing Limited (continued) We have also considered the risk of fraud through management override of controls by: • Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error. • Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and • Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Helen Besant Roberts (Senior statutory auditor) for and on behalf of Hurst Accountants Limited Chartered Accountants Statutory Auditors 3 Stockport Exchange Stockport Cheshire SK1 3GG 22 May 2026 Page 10
Once Upon A Time Marketing Limited Statement of Comprehensive Income For the Year Ended 30 April 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 17,550,012 | 18,285,817
Cost of sales |  | (6,980,149) | (7,226,395)
Gross profit |  | 10,569,863 | 11,059,422
Administrative expenses |  | (9,497,624) | (9,106,755)
Other operating income | 5 | 19,965 | 23,152
Operating profit | 6 | 1,092,204 | 1,975,819
Exceptional - Impairment provision against loans owed by group undertakings | 13 | (12,464,488) | -
Interest receivable and similar income | 10 | 4,353 | 9,165
Interest payable and similar expenses | 11 | (2,040) | (8,545)
(Loss)/profit before tax |  | (11,369,971) | 1,976,439
Tax on (loss)/profit | 12 | (269,374) | (513,880)
(Loss)/profit for the financial year |  | (11,639,345) | 1,462,559
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 16 to 33 form part of these financial statements.
Page 11
Once Upon A Time Marketing Limited Registered number: 03406501 Balance Sheet As at 30 April 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 14 |  | 23,536 |  | 34,885
Tangible assets | 15 |  | 552,535 |  | 653,267
|  |  | 576,071 |  | 688,152
Current assets |  |  |  |  |
Stocks | 16 | 158,705 |  | 99,811 |
Debtors: amounts falling due within one year | 17 | 4,106,324 |  | 21,133,005 |
Cash at bank and in hand | 18 | 271,794 |  | 670,998 |
|  | 4,536,823 |  | 21,903,814 |
Creditors: amounts falling due within one year | 19 | (6,749,119) |  | (12,588,846) |
Net current (liabilities)/assets |  |  | (2,212,296) |  | 9,314,968
Total assets less current liabilities |  |  | (1,636,225) |  | 10,003,120
Net (liabilities)/assets |  |  | (1,636,225) |  | 10,003,120
Capital and reserves |  |  |  |  |
Called up share capital | 22 |  | 1,575,000 |  | 1,575,000
Share premium account | 23 |  | 12,600,000 |  | 12,600,000
Profit and loss account | 23 |  | (15,811,225) |  | (4,171,880)
|  |  | (1,636,225) |  | 10,003,120
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D E Miller
Director
Date: 22 May 2026
The notes on pages 16 to 33 form part of these financial statements. Page 12
Once Upon A Time Marketing Limited Statement of Changes in Equity For the Year Ended 30 April 2025
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 May 2024 | 1,575,000 | 12,600,000 | (4,171,880) | 10,003,120
Comprehensive income for the year |  |  |  |
Loss for the year | - | - | (11,639,345) | (11,639,345)
Total comprehensive income for the year | - | - | (11,639,345) | (11,639,345)
At 30 April 2025 | 1,575,000 | 12,600,000 | (15,811,225) | (1,636,225)
Statement of Changes in Equity For the Year Ended 30 April 2024
| Called up share capital | Share premium account | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 May 2023 | 1,575,000 | 12,600,000 | (5,634,439) | 8,540,561
Comprehensive income for the year |  |  |  |
Profit for the year | - | - | 1,462,559 | 1,462,559
Total comprehensive income for the year | - | - | 1,462,559 | 1,462,559
At 30 April 2024 | 1,575,000 | 12,600,000 | (4,171,880) | 10,003,120
| The notes on pages 16 to 33 form part of these financial statements.
Page 13
Once Upon A Time Marketing Limited Statement of Cash Flows For the Year Ended 30 April 2025
|  |  | 2025 | 2024
|  |  | £ | £
Cash flows from operating activities |  |
(Loss)/profit for the financial year | (11,639,345) | 1,462,559
Adjustments for: |  |
Amortisation of intangible assets | 11,349 | 12,879
Depreciation of tangible assets | 271,216 | 254,312
Profit on disposal of tangible assets | (844) | -
Interest paid | 2,040 | 8,545
Interest received | (4,353) | (9,165)
Taxation charge | 269,374 | 513,880
Increase in stocks | (58,894) | (18,189)
Decrease/(increase) in debtors | 91,224 | (197,741)
Decrease/(increase) in amounts owed by groups | 16,592,957 | (2,329,737)
Increase in creditors | 21,656 | 813,802
Decrease in amounts owed to groups | (5,837,035) | (445,758)
Corporation tax received/(paid) | 73,126 | (51,380)
Net cash generated from operating activities | (207,529) | 14,007
Cash flows from investing activities |  |
Purchase of intangible fixed assets | - | (34,026)
Purchase of tangible fixed assets | (170,645) | (267,376)
Sale of tangible fixed assets | 1,005 | -
Interest received | 4,353 | 9,165
HP interest paid | (2,040) | (4,554)
Net cash from investing activities | (167,327) | (296,791)
Cash flows from financing activities |  |
Repayment of finance leases | (24,348) | (62,635)
Interest paid | - | (3,991)
Net cash used in financing activities | (24,348) | (66,626)
Net (decrease) in cash and cash equivalents | (399,204) | (349,410)
Cash and cash equivalents at beginning of year | 670,998 | 1,020,408
Cash and cash equivalents at the end of year | 271,794 | 670,998
Cash and cash equivalents at the end of year comprise: |  |
Cash at bank and in hand | 271,794 | 670,998
The notes on pages 16 to 33 form part of these financial statements.
Page 14
Once Upon A Time Marketing Limited Analysis of Net Debt For the Year Ended 30 April 2025
| At 1 May 2024 | Cash flows | At 30 April 2025
| £ | £ | £
Cash at bank and in hand | 670,998 | (399,204) | 271,794
Finance leases | (24,348) | 24,348 | -
| 646,650 | (374,856) | 271,794
The notes on pages 16 to 33 form part of these financial statements.
Page 15
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
1. | General information
Once Upon A Time Marketing Limited is a private company limited by share capital, incorporated in England. The address of the registered office and principal place of business is 98 Theobalds Road (1st Floor), London, WC1X 8WB. The company's registered number is 03406501. The principal activity of the Company during the period was that of fully integrated Marketing Agency, operating predominantly in the Entertainment sector. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | Going concern
The financial statements have been prepared on a going concern basis. The Company experienced losses totalling £11.6m in the year ended 30 April 2025 (2024: £1.5m profit) after exceptional costs of £12.5m (2024: £nil). As a result, the Company has net liabilities totalling £1.6m (2024: £10m net assets) at the reporting date. The exceptional costs are one-off provisions made against amounts owed by group undertakings; these amounts were written off subsequent to the year end. The Company generated an Operating profit of £1.1m in the year ended 30 April 2025 (2024: £2.0m) and was profitable in the FY25/26 period, for which statutory financial statements have not yet been prepared. Subsequent to the year end, in November 2025, the entire share capital of the Company was acquired by Once Upon a Time Creative Limited (formerly Project Princeton Holdco Limited), with the new group effectively refinancing with debt facilities totalling £19,500,000. The Board has reviewed forecasts prepared by management, which demonstrate that, with continued focus on profitable business, and strong control of costs, the Company will meet its day-to-day working capital requirements from positive operating cash flows in the 12 months following the date of the accounts being approved. To this end, the Company is forecast to remain profitable through to 30 April 2027. The directors believe it is appropriate, therefore, to prepare the financial statements to 30 April 2025 on a going concern basis and there will be no adverse impact on solvency for more than twelve months after the date of approval of the financial statements. Page 16
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Trademarks | - |  | 4 years straight line
|  |  |  | Computer software | - |  | 4 years straight line
| 2.5 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 17
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.5 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:
|  |  |  | Leasehold improvements | - | Over term of lease
|  |  |  | Computer equipment | - | 3 years straight line
|  |  |  | Fixtures, fittings and equipment | - | 5 - 10 years straight line
|  |  |  | Plant and machinery | - | 3 - 10 years straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.6 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Page 18
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Company's Balance sheet when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset, with 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 Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Financial liabilities 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 Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Page 19
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.9 | Financial instruments (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flows expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
| 2.10 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.11 | Foreign currency translation
Functional and presentation currency The company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and loss account. Foreign exchange gains and losses are presented in the Profit and loss account within 'administrative expenses'. Page 20
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.12 | Finance costs
Finance costs are charged to the Statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.
| 2.13 | Leased assets: the Company as lessee
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.
| 2.14 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 2.15 | Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.
| 2.16 | Interest income
Interest income is recognised in profit or loss using the effective interest method. Page 21
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 2.Accounting policies (continued)
| 2.17 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company at 30 April 2025 are discussed below. Judgements in applying accounting policies: Accrued income and Work in progress The management of the company exercises judgement in estimating the completeness of projects and the expected recovery of income. It also exercises judgement in determining the valuation of work in progress. The carrying value of accrued income and work in progress at 30 April 2025 was £660,883 (2024: £1,172,998). Page 22
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Marketing | 17,550,012 | 18,285,817
Analysis of turnover by country of destination:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| United Kingdom | 12,853,514 | 14,585,647
| Rest of Europe | 1,510,246 | 2,671,202
| Rest of the world | 3,186,252 | 1,028,968
|  | 17,550,012 | 18,285,817
5. | Other operating income
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Management charges receivable | 19,965 | 23,152
6. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Depreciation of tangible fixed assets | 271,216 | 254,312
| Amortisation of intangibles | 11,349 | 12,879
| Exchange differences | 42,066 | 17,834
| Other operating lease rentals | - | 9,601
Page 23
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
7. | Auditors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 15,725 | 13,075
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
8. | Employees
| Staff costs, including directors' remuneration, were as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Wages and salaries | 6,161,558 | 6,065,427
| Social security costs | 665,208 | 617,385
| Cost of defined contribution scheme | 112,741 | 100,377
|  | 6,939,507 | 6,783,189
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Management and administration | 11 | 11
|  | Sales | 39 | 40
|  | Production | 67 | 60
|  |  | 117 | 111
Page 24
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
9. | Directors' remuneration
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 180,000 | 165,000
| Company contributions to defined contribution pension schemes | 1,321 | 881
|  | 181,321 | 165,881
| During the year retirement benefits were accruing to 1 director (2024 - 1) in respect of defined contribution pension schemes.
| The ultimate parent company Once Upon a Time Global Ltd has in prior years granted EMI share options in respect of 15,512 Ordinary shares to certain directors of the Company. No further share options were granted in the year ended 30 April 2025. The ultimate parent company also granted EMI share options in respect of 5,000 Ordinary shares to members of key management in prior periods. A further 500 share options were granted in the year ended 30 April 2025. None of the options had been exercised at the balance sheet date. The fair value of the options has been assessed and no equity-settled share based payment expense has been accounted for on the basis that the expense would be immaterial. The share options lapsed subsequent to the year-end.
10. | Interest receivable
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 4,353 | 9,165
11. | Interest payable and similar expenses
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Finance leases and hire purchase contracts | 2,040 | 4,554
| Other interest payable | - | 3,991
|  | 2,040 | 8,545
Page 25
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
12. | Taxation
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Foreign tax |  |
| Foreign tax on income for the year | (73,126) | 51,380
| Total current tax | (73,126) | 51,380
| Deferred tax |  |
| Origination and reversal of timing differences | 342,500 | 462,500
| Total deferred tax | 342,500 | 462,500
| Tax on (loss)/profit | 269,374 | 513,880
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| (Loss)/profit on ordinary activities before tax | (11,369,971) | 1,976,439
| (Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%) | (2,842,493) | 494,110
| Effects of: |  |
| Non-tax deductible amortisation of goodwill and impairment | - | 104
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | - | 44,834
| Utilisation of tax losses | (297,736) | (499,821)
| Fixed asset differences | - | (36,936)
| Intercompany debt write-off | 3,116,123 | -
| Other differences leading to an increase (decrease) in the tax charge | 24,106 | (2,291)
| Taxes payable/(recoverable) in overseas jurisdictions | (73,126) | 51,380
| Release of deferred tax asset | 342,500 | 462,500
| Total tax charge for the year | 269,374 | 513,880
Page 26
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 12.Taxation (continued) Factors that may affect future tax charges The Company has losses available to offset against future corporation tax liabilities, subject to HMRC approval, of £760,000 (2024: £2,150,000) and a deferred tax asset totalling £195,000 (2024: £537,500) has been recognised.
13. | Exceptional items
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Impairment provision against loans owed by group undertakings | 12,464,488 | -
| At the reporting date, loans totalling £12.5m were due from group undertakings. Management has made an exceptional provision against these intercompany loans in the financial statements for the year to 30 April 2025, on the basis that they are not assessed to be recoverable based on conditions at 30 April 2025.
14. | Intangible assets
|  | Trademarks | Computer software | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 May 2024 | 13,948 | 103,692 | 117,640
| Disposals | - | (73,826) | (73,826)
| At 30 April 2025 | 13,948 | 29,866 | 43,814
| Amortisation |  |  |
| At 1 May 2024 | 6,304 | 76,451 | 82,755
| Charge for the year | 1,395 | 9,954 | 11,349
| On disposals | - | (73,826) | (73,826)
| At 30 April 2025 | 7,699 | 12,579 | 20,278
| Net book value |  |  |
| At 30 April 2025 | 6,249 | 17,287 | 23,536
| At 30 April 2024 | 7,644 | 27,241 | 34,885
Page 27
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025 14.Intangible assets (continued)
| Amortisation of intangible assets is included in administrative expenses. Trademarks have a carrying value of £6,249 and are being amortised over 3 years. Computer software has a carrying value of £17,287 and is being amortised over 3 years. No impairment losses on intangible assets have been recognised in the statement of comprehensive income during the period.
15. | Tangible fixed assets
|  | Leasehold improvements | Computer equipment | Fixtures, fittings and equipment | Plant and machinery | Total
|  | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |
| At 1 May 2024 | 569,918 | 1,400,738 | 183,440 | 167,552 | 2,321,648
| Additions | 20,501 | 109,181 | 963 | 40,000 | 170,645
| Disposals | (221,024) | (683,626) | (88,767) | (114,948) | (1,108,365)
| At 30 April 2025 | 369,395 | 826,293 | 95,636 | 92,604 | 1,383,928
| Depreciation |  |  |  |  |
| At 1 May 2024 | 311,252 | 1,106,263 | 124,883 | 125,983 | 1,668,381
| Charge for the year | 35,739 | 208,359 | 19,125 | 7,993 | 271,216
| Disposals | (221,027) | (683,626) | (88,766) | (114,785) | (1,108,204)
| At 30 April 2025 | 125,964 | 630,996 | 55,242 | 19,191 | 831,393
| Net book value |  |  |  |  |
| At 30 April 2025 | 243,431 | 195,297 | 40,394 | 73,413 | 552,535
| At 30 April 2024 | 258,666 | 294,475 | 58,557 | 41,569 | 653,267
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Computer equipment | - | 24,799
Page 28
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
16. | Stocks
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Raw materials and consumables | 17,295 | 13,879
| Work in progress | 141,410 | 85,932
|  | 158,705 | 99,811
17. | Debtors
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 2,743,924 | 2,370,514
| Amounts owed by group undertakings | 264,414 | 16,857,371
| Other debtors | 125,281 | 112,536
| Prepayments and accrued income | 777,705 | 1,255,084
| Deferred taxation | 195,000 | 537,500
|  | 4,106,324 | 21,133,005
| Amounts owed by group undertakings are interest-free and repayable on demand.
18. | Cash and cash equivalents
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank and in hand | 271,794 | 670,998
Page 29
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 1,595,432 | 1,646,578
| Amounts owed to group undertakings | 3,372,408 | 9,209,443
| Other taxation and social security | 1,031,636 | 573,689
| Obligations under finance lease and hire purchase contracts | - | 24,348
| Other creditors | 54,537 | 113,697
| Accruals and deferred income | 695,106 | 1,021,091
|  | 6,749,119 | 12,588,846
| Amounts owed to group undertakings are interest-free and payable on demand. Obligations under finance leases and hire purchase contracts are secured on the assets to which they relate.
20. | Hire purchase and finance leases
| Minimum lease payments under hire purchase fall due as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Within one year | - | 31,365
|  | - | 31,365
Page 30
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
21. | Deferred taxation
|  | 2025 | 2024
|  | £ | £
| Asset at beginning of year | 537,500 | 1,000,000
| Charged to profit or loss | (342,500) | (462,500)
| Asset at end of year | 195,000 | 537,500
| The deferred tax asset is made up as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Tax losses carried forward | 195,000 | 537,500
| The net reversal of the deferred tax asset in the year ending 30 April 2025 is expected to be £195,000 in relation to forecast profit for the year.
22. | Share capital
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 1,575,000 (2024 - 1,575,000) Ordinary shares of £1.00 each | 1,575,000 | 1,575,000
23. | Reserves
Share premium account Share premium account - includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium. Profit and loss account Profit and loss account - includes all current period retained profits. Page 31
Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
24. | Contingent liabilities
A charge was registered in December 2019 in favour of Toscafund GP Limited as security for a Facilities Agreement made with the ultimate parent company. The Company is party to a security deed of accession, supplemental to a debenture between the ultimate parent company and Toscafund GP Limited. Under the deed, there is a fixed charge and a floating charge (covering all property of the Company). The liability outstanding on the ultimate parent company's debt facility at 30 April 2025 was £19,399,792 (2024: £17,812,410). This charge was subsequently released in November 2025. A charge was also registered in December 2019 in favour of Calculus Nominees Limited as security for £2,000,000 guaranteed fixed rate loan notes issued by the ultimate parent company. The Company is party to a deed of accession, supplemental to a debenture between the ultimate parent company and Calculus Nominees Limited. Under the deed, there is a fixed charge and a floating charge (covering all property of the Company). This charge was subsequently released in November 2025. Subsequent to the year end, a new fixed and floating charge has been registered in favour of Trinity DC GP Limited as security trustee, in relation to the new immediate parent undertaking's debt facility totalling £19,500,000.
25. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £112,741 (2024: £100,377). Contributions totalling £30,596 (2024: £29,676) were payable to the fund at the balance sheet date.
26. | Transactions with directors
Amounts totalling £25,000 were advanced to a director during a previous period under the terms of a loan agreement. The loan was unsecured, interest-free and repayable by equal monthly instalments over a 3 year period. The maximum amount outstanding during the year was £694 (2024: £9,026) and the balance outstanding at the balance sheet date was £nil (2024: £694). A second loan for £50,000 was advanced to the same director during the previous period under the terms of a loan agreement. The loan is unsecured, interest-free and repayable over a 5 year period. The balance outstanding at the balance sheet date was £37,500 (2024: £48,800).
27. | Related party transactions
| In preparing these financial statements, the directors have taken advantage of the exemptions available under section 33 paragraph 1A of the Financial Reporting Standard 102, and have not disclosed transactions entered into between wholly owned group undertakings. Key management personnel compensation totalled £497,537 (2024: £534,855).
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Once Upon A Time Marketing Limited Notes to the Financial Statements For the Year Ended 30 April 2025
28. | Post balance sheet events
Amounts owed by group undertakings totalling £13.9m were written off subsequent to the year end, of which £12.5m existed at 30 April 2025 and for which a provision has been made in these financial statements. Amounts owed to group undertakings totalling £2.8m were also waived (written back) subsequent to the year end. On 17 November 2025, the entire share capital of the Company was acquired by Once Upon a Time Creative Limited (formerly Project Princeton Holdco Limited). The share capital of the Company was reduced from £1,575,000 to £1, and reserves were credited by the same amount. At the same time, the share premium account was reduced by £12,600,000 and this amount was also credited to reserves.
29. | Controlling party
At 30 April 2025, the Company's immediate parent undertaking was Once Upon a Time London Ltd. Once Upon a Time London Ltd was renamed TAUO 2025 Limited in November 2025, its registered number is 08037404 and the registered office is c/o KR8 Advisory Limited, The Lexicon, 10-12 Mount Street, Manchester, M2 5NT. At 30 April 2025, Once Upon a Time Global Ltd was the ultimate parent undertaking and there was no overall ultimate controlling party. Once Upon a Time Global Ltd's registered number is 12329089 and its registered office is 17 Bowling Green Lane, Clerkenwell, London, EC1R 0QH. Subsequent to the year end, in November 2025, the entire share capital of the Company was acquired by Once Upon a Time Creative Limited (formerly Project Princeton Holdco Limited). The ultimate parent undertaking is now Trinity Debt Holdings Limited. There is not a single controlling party.
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