REGISTERED NUMBER: 14625314 (England and Wales)

REPORT OF THE DIRECTORS AND

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 202

FOR

PROPELLER MARKETING GROUP LIMITED

Page

Company Information

1

Report of the Directors

2

Consolidated Statement of Income and Retained Earnings

3

Consolidated Balance Sheet

4

Company Balance Sheet

6

Notes to the Consolidated Financial Statements

8

DIRECTORS:

K Kent

J M Osman

REGISTERED OFFICE:

7a Abbey Business Park

Monks Walk

Farnham

Surrey

GU9 8HT

REGISTERED NUMBER:

14625314 (England and Wales)

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2025 to the date of this report.

K Kent

J M Osman

POLITICAL DONATIONS AND EXPENDITURE

During the year, the group made donations for charitable purposes totalling £606. None of these donations were political in nature.

The donations were made to a variety of charities, supporting causes such as healthcare and environmental conservation.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

K Kent - Director

7 July 2026

TURNOVER

5,503,545

5,626,870

Cost of sales

551,184

833,024

GROSS PROFIT

4,952,361

4,793,846

Administrative expenses

4,596,036

4,318,798

OPERATING PROFIT

356,325

475,048

Interest receivable and similar income

1,581

1,562

357,906

476,610

Interest payable and similar expenses

98,370

96,860

PROFIT BEFORE TAXATION

259,536

379,750

Tax on profit

5

157,172

137,549

PROFIT FOR THE FINANCIAL YEAR

102,364

242,201

Retained earnings at beginning of year

61,093

(141,282

)

Dividends

-

(10,000

)

RETAINED EARNINGS FOR THE GROUP AT END OF YEAR

163,457

90,919

Profit attributable to:

Owners of the parent

102,364

242,201

FIXED ASSETS

Intangible assets

7

867,188

961,972

Tangible assets

8

51,782

62,573

Investments

9

-

-

918,970

1,024,545

CURRENT ASSETS

Debtors

10

904,075

946,623

Cash in hand

363,884

549,946

1,267,959

1,496,569

CREDITORS

Amounts falling due within one year

11

1,001,546

1,046,195

NET CURRENT ASSETS

266,413

450,374

TOTAL ASSETS LESS CURRENT LIABILITIES

1,185,383

1,474,919

CREDITORS

Amounts falling due after more than one year

12

(724,673

)

(1,052,366

)

PROVISIONS FOR LIABILITIES

(10,388

)

(17,335

)

NET ASSETS

450,322

405,218

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Non-distributable reserves

58,724

86,158

Pre acquisition reserves

14

227,141

227,141

Retained earnings

163,457

90,919

SHAREHOLDERS' FUNDS

450,322

405,218

The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 7 July 2026 and were signed on its behalf by:

K Kent - Director

J M Osman - Director

FIXED ASSETS

Intangible assets

7

831,525

947,551

Tangible assets

8

-

-

Investments

9

1,817,069

1,817,069

2,648,594

2,764,620

CURRENT ASSETS

Debtors

10

19,759

12,676

Cash at bank

1,602

13,809

21,361

26,485

CREDITORS

Amounts falling due within one year

11

1,312,545

1,121,989

NET CURRENT LIABILITIES

(1,291,184

)

(1,095,504

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,357,410

1,669,116

CREDITORS

Amounts falling due after more than one year

12

724,673

1,052,366

NET ASSETS

632,737

616,750

CAPITAL AND RESERVES

Called up share capital

1,000

1,000

Other reserves

467,847

467,847

Non-distributable reserves

58,724

86,158

Retained earnings

105,166

61,745

SHAREHOLDERS' FUNDS

632,737

616,750

Company's profit for the financial year

43,421

61,727

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2025.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2025 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 7 July 2026 and were signed on its behalf by:

K Kent - Director

J M Osman - Director

1.	STATUTORY INFORMATION

Propeller Marketing Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Turnover

Turnover represents sales of PR, marketing and business development services, excluding value added tax, performed during the year.

Turnover is recognised as the right to consideration arises and adjustments are made for accrued and deferred income.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2023, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website development is being amortised evenly over its estimated useful life of five years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

25% on cost

Computer equipment

-

20% on cost

Financial instruments

The company enters into basic financial instruments, which result in the recognition of financial assets and liabilities. Financial instruments are recognised at amortised cost, except for investments in shares which are measured at fair value. At the end of each reporting period financial instruments are assessed for evidence of impairment, and changes are recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods.

Deferred tax represents the future tax consequences of material transactions and events recognised in the financial statements of current and previous periods.

Current and deferred tax assets and liabilities are not discounted and are recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average monthly number of employees during the year was as follows:

2025

2024

Directors

2

2

Employees

53

50

55

52

4.	EXCEPTIONAL ITEMS

2025

2024

£

£

Management buyout fees

-

6,123

Related party loan write off

7,196

-

7,196

6,123

During the year ended 31 December 2025, Propeller Group Holdings Limited was dissolved and the related intercompany balance was written off.

Management buyout fees of £6,123 in 2024 relate solely to the recovery of VAT on costs incurred prior to the company’s VAT registration, which was completed shortly after the previous year-end.

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

164,120

154,405

Over provision of tax in prior

years

-

(15,621

)

Total current tax

164,120

138,784

Deferred tax

(6,948

)

(1,235

)

Tax on profit

157,172

137,549

6.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

7.	INTANGIBLE FIXED ASSETS

Group

Other

intangible

Goodwill

assets

Totals

£

£

£

COST

At 1 January 2025

1,160,267

15,180

1,175,447

Additions

-

27,935

27,935

At 31 December 2025

1,160,267

43,115

1,203,382

AMORTISATION

At 1 January 2025

212,716

759

213,475

Charge for year

116,026

6,693

122,719

At 31 December 2025

328,742

7,452

336,194

NET BOOK VALUE

At 31 December 2025

831,525

35,663

867,188

At 31 December 2024

947,551

14,421

961,972

Company

Goodwill

£

COST

At 1 January 2025

and 31 December 2025

1,160,267

AMORTISATION

At 1 January 2025

212,716

Charge for year

116,026

At 31 December 2025

328,742

NET BOOK VALUE

At 31 December 2025

831,525

At 31 December 2024

947,551

8.	TANGIBLE FIXED ASSETS

Group

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 January 2025

106,388

139,870

246,258

Additions

3,440

12,254

15,694

At 31 December 2025

109,828

152,124

261,952

DEPRECIATION

At 1 January 2025

93,760

90,269

184,029

Charge for year

5,432

20,709

26,141

At 31 December 2025

99,192

110,978

210,170

NET BOOK VALUE

At 31 December 2025

10,636

41,146

51,782

At 31 December 2024

12,628

49,601

62,229

9.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2025

and 31 December 2025

1,817,069

NET BOOK VALUE

At 31 December 2025

1,817,069

At 31 December 2024

1,817,069

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Trade debtors

755,639

778,110

-

-

Amounts owed by group undertakings

-

-

18,947

11,171

Other debtors

52,348

50,159

812

1,505

Prepayments and accrued income

96,088

118,354

-

-

904,075

946,623

19,759

12,676

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Loans

255,205

232,334

255,205

232,334

Deferred consideration

146,200

140,027

146,200

140,027

Trade creditors

78,297

242,097

4,320

10,225

Amounts owed to group undertakings

-

-

896,488

726,378

Corporation tax

116,645

74,092

-

-

Social security and other taxes

214,184

244,556

-

-

Other creditors

24,459

28,565

1,312

1,312

Accruals and deferred income

166,556

84,524

9,020

11,713

1,001,546

1,046,195

1,312,545

1,121,989

12.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

Company

2025

2024

2025

2024

£

£

£

£

Loans - 1-2 years

280,327

255,205

280,327

255,205

Loans - 2-5 years

74,270

354,597

74,270

354,597

Deferred consideration

- 1-2 years

91,769

91,769

91,769

91,769

Deferred consideration

- 2-5 years

278,307

350,795

278,307

350,795

724,673

1,052,366

724,673

1,052,366

Adjustments are made at each year-end reporting date to reflect the present value of future cash flows (PVFC) in respect of deferred consideration. As at 31 December 2025, the value of the PVFC adjustment was £58,724 and it is recognised within non-distributable reserves. The total value of the deferred consideration at 31 December 2025 before adjustments was £575,000.

13.	SECURED DEBTS

The following secured debts are included within creditors:

Group

Company

2025

2024

2025

2024

£

£

£

£

Loans

609,802

842,136

609,802

842,136

Fixed and floating charges over all property or undertaking of all actively trading companies within the group were created on 27 February 2023 by Triple Point Advancr Leasing PLC, to secure all monies due or becoming due.

The charges include all future and present freehold and leasehold property owned by the chargor together with all buildings, structures, fixtures and fittings thereon (including all trade and tenant's fixtures). All present and future patents, patent applications, trade marks and service marks (whether registered or not), copyrights and all other intellectual property rights and all other rights relating thereto legally or beneficially owned by the chargor. The floating charge covers all the property or undertaking of the company. The charge also contains a negative pledge.

14.

RESERVES

Group

Pre

acquisition

reserves

£

At 1 January 2025

and 31 December 2025

227,141