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Registered number:
FOR THE YEAR ENDED 31 AUGUST 2025
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OPTIMISE MEDIA (UK) LIMITED
COMPANY INFORMATION
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OPTIMISE MEDIA (UK) LIMITED
CONTENTS
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OPTIMISE MEDIA (UK) LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The principal activity of the Company during the year remained digital performance marketing, including affiliate and reward marketing.
The Company delivered a strong performance during the year, with revenue increasing by approximately 15% and gross profit rising to £3.92m (2024: £3.80m).
This performance reflects continued demand for the Company’s services and established client relationships. Overheads have increased in line with general inflationary trends, with no material impact on the overall cost base. The business continues to demonstrate resilience within a competitive market environment. The directors are satisfied with the results for the year and believe the Company is well positioned to deliver sustainable performance in the future.
The Company’s operations are subject to a range of risks and uncertainties that may impact performance.
Key risks include the trading performance of clients, regulatory developments in financial services marketing, and the impact of global events. The Company maintains a diversified and stable client base and continues to innovate to meet clients’ needs. The Company also continues to develop new products to further diversify our client offering. Financial and operational risks are managed through regular monitoring of performance, supported by structured budgeting and forecasting processes. Additional risks include: Treasury risk The Company is exposed to financial risks including foreign exchange, liquidity and counterparty risk, which are managed through established internal controls. Currency risk The Company operates primarily in the United Kingdom but undertakes certain transactions in foreign currencies, resulting in limited exposure to exchange rate movements. The use of hedging instruments is not considered necessary. Liquidity risk The Company continues to generate positive cash flows from operations. Its financial liabilities consist mainly of trade creditors, which are settled in accordance with agreed terms and fall due within one year. Credit risk Exposure to credit risk arises principally from trade receivables. This is managed through ongoing monitoring and review of balances. The directors do not consider the Company to have significant exposure to credit risk.
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OPTIMISE MEDIA (UK) LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
The directors monitor a range of financial KPIs to assess business performance. These include Gross Profit, Gross Profit Margin, debtor ageing and Working Capital, which are reviewed regularly. Net Profit is monitored on a monthly basis.
Revenue growth provides a high-level indicator of business activity, while Gross Profit remains a key measure of underlying performance and the Company’s capacity to invest in the business. Margin levels are considered in the context of market conditions and pricing strategy. Operating profit reflects both margin performance and the effectiveness of cost management. During the year, the Company achieved: Movement in sales 15% (2024: 10%) Gross profit £3.92m (2024: £3.80m) Gross profit margin 6.9% (2024: 7.7%) Operating profit margin 1.6% (2024: 1.8%) % of debt overdue 3% (2024: 11%)
People and systems
The Company operates in a competitive UK market environment, which is expected to continue. Ongoing enhancements to products and services, together with a continued focus on operational delivery, have supported the Company in maintaining its position within the financial services market.
This report was approved by the board on 20 May 2026 and signed on its behalf.
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OPTIMISE MEDIA (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2025
The directors present their report and the financial statements for the year ended 31 August 2025.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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.
The profit for the year, after taxation, amounted to £838,262 (2024 - £822,901).
Dividends totalling £915,000 were declared and paid during the year (2024 - £200,000).
The directors who served during the year were:
Post balance sheet events are disclosed in note 22 of these financial statements.
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OPTIMISE MEDIA (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2025
The auditors, Price Bailey LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on 20 May 2026 and signed on its behalf.
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OPTIMISE MEDIA (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA (UK) LIMITED
We have audited the financial statements of Optimise Media (UK) Limited (the 'company') for the year ended 31 August 2025, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In 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.
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.
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OPTIMISE MEDIA (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA (UK) LIMITED (CONTINUED)
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.
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.
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OPTIMISE MEDIA (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA (UK) LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements through: • our knowledge and sector experience; and • discussion with the Directors. The Company is subject to laws and regulations that directly affect the financial statements including the Companies Act 2006 and tax legislation. The significant laws and regulations identified were communicated to the engagement team who remained alert to any indications of non-compliance throughout the audit. The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. This includes rules under their Financial Conduct Authority (FCA) registration. The Company ensures compliance with the legal and regulatory framework through the use of third-party experts, technical research and Government guidance. We considered the opportunities and incentives that may exist within the organisation for fraud and identify management override as the area with the greatest potential for fraud. Our procedures to respond to the risk of fraud included: • We reviewed directors’ minutes to understand if any instances of fraud have occurred; • We undertook testing to confirm the existence of a sample of employees to ensure that no fictitious employees were paid and sampled bank details to ensure no duplicated bank accounts; • We reviewed a sample of expenditure to ensure it was authorised in accordance with Company's authorisation policy; • We reviewed expenditure for any potential payments to click farms; • We gained confirmation directly from the company’s bank, of the accounts and balances held in their names at the year end and that all reported balances existed; and • We reviewed systems and procedures to identify potential areas of management override risk, in particular, we carried out testing of journal entries and other adjustments for appropriateness. Following detailed team briefings, the responsible individual has assessed that the audit engagement team collectively has the appropriate competence and capabilities to identify or recognise non-compliance with applicable laws and regulations.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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OPTIMISE MEDIA (UK) LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF OPTIMISE MEDIA (UK) LIMITED (CONTINUED)
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Anglia House, 6 Central Avenue
St Andrews Business Park
Thorpe St Andrew
Norfolk
NR7 0HR
20 May 2026
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OPTIMISE MEDIA (UK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2025
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OPTIMISE MEDIA (UK) LIMITED
REGISTERED NUMBER: 04455319
STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 May 2026.
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OPTIMISE MEDIA (UK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2025
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Optimise Media (UK) Limited is a private company limited by shares, domiciled, and incorporated in England and Wales (United Kingdom). The registered number is 04455319. The company's registered office is Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP, which is the same address as its principal place of business.
The company's principal activity is that of digital performance marketing, including affiliate, and reward marketing.
2.Accounting policies
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 judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Optimise Media Group Limited as at 31 August 2025 and these financial statements may be obtained from Exchange Street Buildings, 35-37 Exchange Street, Norwich, Norfolk, NR2 1DP.
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The directors have, at the time of approving the financial statements, a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.
The directors review management accounts regularly, these include detailed forecasts of the future performance. A future forecast of cash flows shows a positive inflow for the next 12 months to May 2027. The company has a solid base of long term clients and has a proven track record of client retention. This provides confidence in our future profit and cash flow forecasts. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Functional and presentation currency
Transactions and balances
The affiliate revenue is recognised at the point at which the supplied advertisement links are accessed by third parties in order to purchase products from the customers of the company. The company’s performance obligation is the provision of advertisement links. Reward revenue The reward revenue is recognised at the date when customers of affiliates make qualifying purchases. The company’s performance obligation is the fulfilment and management of reward schemes.
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the company in independently administered funds. Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition. The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme). Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the Statement of Comprehensive Income over the remaining vesting period. The fair value per share has been confirmed by HMRC and is used for the basis of the calculation.
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
The current corporation 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 is provided, using the liability method, on temporary differences between the tax bases of assets and liabilities and their carrying amounts, in the financial statements. Deferred tax assets relating to the carry-forward of unused tax losses are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses can be utilised.
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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:
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.
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
Provisions are made where an event has taken place that gives the company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the
reporting date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the reporting date.
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
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.
Basic 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
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
2.Accounting policies (continued)
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.
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.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In applying accounting policies it is considered that there are no critical judgments that have a significant effect on the amounts recognised in the financial statements. The key assumption concerning the future and other key sources of estimation uncertainty at the reporting date that has a significant risk of causing a material adjustment to carrying amounts of assets and liabilities within the next financial year is accrued income and accrued cost of sales. This is calculated based on the number of transactions in the month multiplied by the conversion rate of the prior month. The conversion rate of the prior month is the total transactions in the month divided by the number of validated transactions for that month. The carrying amount at the year end for accrued income is £9,031,134 (2024: £7,609,687) and for accrued cost of sales is £8,389,735 (2024: £6,965,257).
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
All revenue is attributable to digital performance marketing, £56,816,951 (2024 £49,376,059).
Analysis of turnover by country of destination:
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
There were no factors that may affect future tax changes.
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
Capital contribution reserve
Profit and loss account
Share based payment reserve
This reserve records the fair value of share-based payments made in the Statement of Comprehensive Income.
The company has agreed to guarantee £350,000 towards a mortgage for a company with common directors and shareholders.
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost and charge represents contributions payable by the company to the fund and amounted to £186,518 (2024: £128,983). At 31 August 2025, £13,158 (2024: £13,962) was due to the fund and is included in creditors.
On 6 October 2025 a dividend was declared of £500,000. Total dividends declared after the year-end is £500,000.
On 20 October 2025, 11,700 Ordinary C share options were granted at a value of £0.83 per share.
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OPTIMISE MEDIA (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2025
The immediate, and ultimate controlling party, and the parent undertaking of the largest and smallest group for which consolidated financial statements are prepared, is Optimise Media Group Limited (Registered number: 04265719) , a company registered in England and Wales (United Kingdom).
The consolidated financial statements can be obtained from the registered office detailed in note 1 of the financial statements.
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