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Registered number: 07898268 REPUBLIC OF MEDIA LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
REPUBLIC OF MEDIA LIMITED COMPANY INFORMATION
Directors | S J Crunden
| G Jarvie
| L Herbert
| D Mckinney
| S S Watson
| C Elder
Registered number | 07898268
Registered office | 26 Cross Street
| Manchester
| M2 7AQ
Independent auditors | MHA
| 6 St Colme Street
| Edinburgh
| EH3 6AD
REPUBLIC OF MEDIA LIMITED CONTENTS
| Page
Strategic Report | 1 - 3
Directors' Report | 4 - 6
Independent Auditors' Report | 7 - 10
Profit and Loss Account | 11
Balance Sheet | 12
Statement of Changes in Equity | 13
Notes to the Financial Statements | 14 - 26
REPUBLIC OF MEDIA LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 MARCH 2026
Introduction
The directors present the strategic report for the year ended 31 March 2026.
Business review
The company delivered a strong performance during the year against a backdrop of continued macroeconomic uncertainty and ongoing client budget scrutiny. Turnover increased by 3.5% compared to the prior year, while total revenue increased by 14.3%. This performance reflects a highly successful year for new business wins alongside continued growth in specialist services and non-core income streams. The year represented a material step forward in commercial delivery. Gross margin performance remained robust and, combined with continued commercial discipline and improved terms across new and existing client relationships, supported a recovery in operating performance. The Company delivered an exceptional year for new business wins and remit expansion, strengthening the quality and breadth of our revenue base and further reducing concentration risk. This growth was delivered with continued commercial discipline and a clear focus on service quality. As we enter the next financial year, we are implementing the next phase of our operating plan, with targeted investment in capability, leadership and scalable ways of working to support continued growth and maintain consistently high standards for clients. We continued to strengthen key client relationships over the year, including expansion of remit in the gambling sector. We maintained and developed recognised specialisms across retail and alcohol, and continued to expand public sector work through appointments secured via UK Government and Scottish Government frameworks. Alongside this, successful new business and growth in specialist services supported continued progress in diluting revenue concentration while maintaining sector depth where the Company is differentiated. Cost inflation remained a feature of the operating environment, though the Board considers the Company increasingly resilient to inflationary risk. However, the compounding effect of prior cost increases and governmental policy changes absorbed over successive years continues to influence the operating cost base and remains a key consideration in pricing, workforce planning and cost management. The balance sheet remains strong, underpinned by sustained positive cash flow and effective working capital management. Debtor days were 10 (2025: 11), reflecting continued focus on prompt collection, effective credit control and cash discipline. Page 1
REPUBLIC OF MEDIA LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Principal risks and uncertainties
The Board keeps the principal risks and uncertainties under regular review. Revenue concentration A longstanding risk for the Company is revenue concentration, with a significant proportion of income derived from a major client. While this relationship continues to perform strongly, the Board remains committed to further diversification through new business, sector expansion and development of specialist capabilities, with the aim of strengthening resilience over time. Cost inflation and talent market pressure Cost inflation, particularly in staffing, continues to present a challenge. The Board has prioritised investment in people, capability and culture to support retention and service quality, recognising this as a core driver of performance in a competitive talent market. Macroeconomic conditions and client confidence The macroeconomic environment remains uncertain and can affect client confidence, pipeline conversion and campaign spend. The Board considers the Company well positioned given the strength of client relationships, the quality of work delivered, and the Company’s robust balance sheet, supported by continued commercial discipline and active margin management. Operational scalability and infrastructure As the business grows, maintaining consistent delivery quality requires scalable processes, robust systems and strong operational discipline. The Company has continued to invest in operational excellence and its working environment to support productivity, collaboration and sustainable growth. Cybersecurity and data protection Cybersecurity remains a key operational risk. The Company retained ISO27001 accreditation and continued to invest in external IT support, strengthening resilience across systems, controls and data protection. In parallel, we continued the modernisation of our IT infrastructure and operating environment to support scalability and improve the end user experience while maintaining robust security standards. Artificial Intelligence (AI) in Media Planning The Board recognises that the rapid advancement of AI enabled planning and workflow tools presents both a potential disruptor and a strategic opportunity. The Company is progressing a clear AI strategy guided by our freethinking philosophy. Our approach is focused on practical application rather than hype, using AI to improve efficiency where it releases capacity and, more importantly, to enhance the value we deliver to clients by enabling teams to spend more time on high value work. Cross functional working groups are trialling use cases and defining governance so that adoption is ethical, responsible, secure and aligned to client outcomes.
Key performance indicators
The Company uses a range of financial and operational KPIs to monitor performance, with profitability, gross margin, cash generation, delivery capacity and working capital discipline as key management metrics. While further metrics are used across the business to support decision making, they have not been disclosed here due to commercial sensitivity. Page 2
REPUBLIC OF MEDIA LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Promoting the success of the company
This section describes how the Directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006, in exercising their duty to promote the success of the Company for the benefit of its members as a whole. The directors have continued to act in a manner they believe promotes the long term success of Republic of Media Limited for the benefit of its members, employees, clients and wider stakeholders. During the year, the wider Group transitioned to employee ownership, reinforcing alignment between employee and business outcomes and supporting long term independence. People and culture People remain central to our success. Our strategic people pillars include Belonging, Equity & Inclusion, Wellbeing, and Learning & Development. We continued to invest in these areas to support retention, capability building and performance, recognising that sustainable growth is delivered through strong teams and consistent standards of delivery. Our apprenticeship programme continues to prove successful, strengthening access to a broader and more diverse talent pool and supporting inclusive entry routes into the industry. During the year, the programme was rolled out across offices, intake was expanded, and apprentices progressed into permanent roles, reinforcing the programme’s contribution to long term capability building and workforce planning. Building on this progress, we also created an internal accelerator programme designed to propel talent across the business, focused on the development of both future leaders and high potential specialists. The programme provides structured development and progression pathways to strengthen succession, capability and long term retention. Client success and innovation We recognise that the success of our business is directly aligned with the success of our clients. Our approach remains focused on transparency, performance and innovation. We continue to invest in planning excellence and effectiveness frameworks, ensuring our work remains culturally relevant, accountable and outcome driven. Progress towards IPA Effectiveness Accreditation remains a strategic focus, with internal frameworks aligned to these standards. Environmental and social impact We recognise that success is not only measured commercially, but also by the contribution we make to society and the environment. Sustainability and social value remain embedded within our broader strategy. We retained ISO14001 certification for environmental management and continued to develop sustainable practices and supplier choices. We are also exploring frameworks such as Ad Net Zero to guide future carbon conscious planning and reporting. We have continued to build community engagement with a focus on supporting young people and education, including work with schools and education programmes to share insight into the industry and help students develop confidence, awareness and practical skills.
This report was approved by the board on 22 July 2026 and signed on its behalf.
S J Crunden Director
Page 3
REPUBLIC OF MEDIA LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2026 The directors present their report and the financial statements for the year ended 31 March 2026.
Principal activity
The principal activity of the company is that of the provision of advertising consultancy services for the media industry.
Results and dividends
The profit for the year, after taxation, amounted to £1,405,187 (2025 - £985,231). Ordinary dividends were paid amounting to £3,500,000. The directors do not recommend payment of a final dividend.
Directors
The directors who served during the year were:
S J Crunden
G Jarvie
L Herbert
D Mckinney
S S Watson
C Elder
Energy and carbon report
We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2026 UK Government's Conversion Factors for Company Reporting. Quantification and reporting methodology Energy consumption data in kWh is obtained directly from the billing data using published conversion factors.For properties where complete consumption data was unavaliable, estimates have been made based on energy usage of comparable buildings. The conversion of kWh to CO2 emissions is calculated by reference to the UK Government's published conversion factors for company reporting. Scope 2 emissions have been calculated using the location based approach.
Energy Consumption
|  | As restated
| 2026 | 2025
| kWh | kWh
Aggregate of energy consumption in the year |  |
Gas combustion Scope 1 | - | -
Fuel for owned transport Scope 1 | - | -
Electricity purchased Scope 2 | 172,919 | 210,743
| 172,919 | 210,743
Page 4
REPUBLIC OF MEDIA LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Tonnes of CO2 Emissions
| 2026 | 2025
| metric tonnes | metric tonnes
Scope 1 - direct emissions |  |
Gas combustion | - | -
Fuel for owned transport | - | -
| - | -
|  | As restated
| 2026 | 2025
| metric tonnes | metric tonnes
Scope 2 - indirect emissions |  |
Electricity purchased | 23 | 19
Total metric tonnes | 23 | 19
The company consumed 172,919 kWh (2025: 210,743 kWh) with a resultant greenhouse gas emissions of 23 tonnes of CO2 equivalent (2025: 19).The Intensity Ratio was 0.39 (2025: 0.35) based on full time equivalents. The 2025 comparative figures have been restated following the identification of an error in the energy consumption data used in the prior year calculation. Emissions from business travel in rental cars or employee owned vehicles (Scope 3) where the company is responsible for purchasing the fuel is nil. Intensity measurement The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per full time equivalents, the recommended ratio for the sector. Both of our buildings are on green energy tariffs. Measures taken to improve energy efficiency During the year, the Group continued to implement its Carbon Reduction Plan through several practical initiatives. These included maintaining ISO 14001 accreditation, operating from premises supplied under renewable energy tariffs, promoting sustainable travel through our Travel & Expenses policy, and delivering employee education programmes on sustainable media planning and carbon awareness. The Group also continued to support environmental engagement activities and explored carbon offsetting opportunities as part of its wider sustainability strategy. As a professional services business with a relatively low operational carbon footprint, while are still managed through our policies, any year-on-year movements in emissions are not significant for disclosure. Accordingly, the Group's focus remains on embedding sustainable practices into its operations and decision-making processes while seeking opportunities for further environmental improvements. Page 5
REPUBLIC OF MEDIA LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 MARCH 2026
Auditors
The auditors, MHA, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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.
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. This report was approved by the board on 22 July 2026 and signed on its behalf.
S J Crunden Director
Page 6
REPUBLIC OF MEDIA LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REPUBLIC OF MEDIA LIMITED
Opinion
We have audited the financial statements of Republic of Media Limited (the 'Company') for the year ended 31 March 2026, which comprise the Profit and Loss Account, the Balance Sheet, 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 31 March 2026 and of its profit 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. Page 7
REPUBLIC OF MEDIA LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REPUBLIC OF MEDIA LIMITED (CONTINUED)
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.
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 6, 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
REPUBLIC OF MEDIA LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REPUBLIC OF MEDIA 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: •Enquiry of management, those charged with governance around actual and potential litigation and claims; •Enquiry of entity staff in compliance functions to identify any instances of non-compliance with laws and regulations; •Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; •Reviewing minutes of meetings of those charged with governance; •Reviewing financial statement disclosures and testing to supporting documentation to assess 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. 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. Page 9
REPUBLIC OF MEDIA LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF REPUBLIC OF MEDIA LIMITED (CONTINUED)
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. Iain Binnie (Senior Statutory Auditor) for and on behalf of MHA 6 St Colme Street Edinburgh EH3 6AD 22 July 2026 MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542) Page 10
REPUBLIC OF MEDIA LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2026
| 2026 | 2025
Note | £ | £
Turnover | 4 | 91,528,269 | 88,457,224
Cost of sales |  | (85,188,837) | (82,911,287)
Gross profit |  | 6,339,432 | 5,545,937
Administrative expenses |  | (5,191,656) | (4,982,367)
Operating profit | 5 | 1,147,776 | 563,570
Interest receivable and similar income | 9 | 733,840 | 758,873
Interest payable and similar expenses |  | (103) | -
Profit before tax |  | 1,881,513 | 1,322,443
Tax on profit | 10 | (476,326) | (337,212)
Profit for the financial year |  | 1,405,187 | 985,231
There are no items of other comprehensive income for 2026 or 2025 other than the profit for the year. As a result, no separate Statement of Comprehensive Income has been presented.
The notes on pages 14 to 26 form part of these financial statements.
Page 11
REPUBLIC OF MEDIA LIMITED REGISTERED NUMBER: 07898268 BALANCE SHEET AS AT 31 MARCH 2026
|  | 2026 |  | 2025
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Tangible assets | 12 |  | 186,318 |  | 246,506
Investments | 13 |  | - |  | -
|  |  | 186,318 |  | 246,506
Current assets |  |  |  |  |
Debtors | 14 | 7,407,976 |  | 6,121,460 |
Cash at bank and in hand |  | 18,750,686 |  | 22,193,520 |
|  | 26,158,662 |  | 28,314,980 |
Creditors: amounts falling due within one year | 15 | (24,541,877) |  | (24,647,815) |
Net current assets |  |  | 1,616,785 |  | 3,667,165
Total assets less current liabilities |  |  | 1,803,103 |  | 3,913,671
Provisions for liabilities |  |  |  |  |
Deferred tax | 16 | (28,046) |  | (43,801) |
|  |  | (28,046) |  | (43,801)
Net assets |  |  | 1,775,057 |  | 3,869,870
Capital and reserves |  |  |  |  |
Called up share capital | 17 |  | 108,501 |  | 108,501
Profit and loss account |  |  | 1,666,556 |  | 3,761,369
|  |  | 1,775,057 |  | 3,869,870
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 July 2026.
S J Crunden
Director
The notes on pages 14 to 26 form part of these financial statements. Page 12
REPUBLIC OF MEDIA LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2026
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 April 2024 | 108,501 | 2,776,138 | 2,884,639
Comprehensive income for the year |  |  |
Profit for the year | - | 985,231 | 985,231
At 1 April 2025 | 108,501 | 3,761,369 | 3,869,870
Comprehensive income for the year |  |  |
Profit for the year | - | 1,405,187 | 1,405,187
Dividends | - | (3,500,000) | (3,500,000)
At 31 March 2026 | 108,501 | 1,666,556 | 1,775,057
| The notes on pages 14 to 26 form part of these financial statements.
Page 13
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. | General information
Republic of Media Limited is a private company limited by shares incorporated in England and Wales. The registered office is 26 Cross Street, Manchester, M2 7AQ. 2.Accounting policies
| 2.1 | Accounting convention
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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. This company is a qualifying entity for the purposes of FRS102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements: • Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and relates notes and disclosures; • Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income; • Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements; • Section 33 ‘Related Party Disclosures’: Compensation for key management personnel. Republic of Media Limited is a wholly owned subsidiary of The Freethinking Group Limited, a company registered in England. The Freethinking Group Limited prepares group financial statements and copies can be obtained from 26 Cross Street, Manchester, M2 7AQ.
| 2.2 | Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
| 2.3 | Turnover
Turnover represents the value of media handled by the company on behalf of clients, together with fees relating to media and research services provided. Media revenue is recognised when charges are made to clients, principally when advertisements appear in the media. Fees are recognised over the period of the relevant assignments or agreements. Page 14
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.4 | 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. 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. The estimated useful lives range as follows:
|  |  |  | Tenant's improvements | - |  | Shorter of the lease term or UEL of assets
|  |  |  | Fixtures, fittings and equipment | - |  | 3 - 5 years
|  |  |  | Computer equipment | - |  | 3 years
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. The carrying value of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
| 2.5 | Fixed asset investments
Fixed asset investments are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
| 2.6 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and Loss Account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment. Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.
| 2.7 | Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. Page 15
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.8 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments”and Section 12 “Other Financial Instruments Issues“ of FRS 102 to all of its financial instruments. Financial instruments are recognised in the 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. Debtors Debtors with no stated interest rate or receivable within one year are initially recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other operating expenses. Creditors Creditors with no stated interest rate and payable within one year are recorded at transaction price.
| 2.9 | Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company. Page 16
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.10 | Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. Deferred tax Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit or loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
| 2.11 | Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
| 2.12 | Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
| 2.13 | Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed. Page 17
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 2.Accounting policies (continued)
| 2.14 | Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
| 2.15 | Employee Benefit Trust (EBT)
The company established the Republic of Media Limited Employee Benefit Trust, a discretionary trust, for the purpose of providing incentives and benefits for employees of the company. The company sponsors and controls the EBT and therefore the assets and liabilities of the Trust are included in these financial statements. The EBT does not own any shares in the company at 31 March 2026 or 31 March 2025.
3. | Judgments in applying accounting policies and key sources of estimation uncertainty
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. The directors consider that there are no significant judgements, estimates or assumptions made which could have a material impact on these financial statements.
4. | Turnover
Analysis of turnover by country of destination:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Europe | 91,528,269 | 88,457,224
|  | 91,528,269 | 88,457,224
Page 18
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Exchange differences | 23 | (2)
| Depreciation of owned tangible fixed assets | 89,227 | 93,553
| (Profit)/loss on disposal of tangible fixed assets | (312) | 120
| Other operating lease rentals | 223,446 | 224,941
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors and their associates:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements | 10,200 | 9,500
| 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.
7. | Employees
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Wages and salaries | 2,642,997 | 2,501,692
| Social security costs | 317,131 | 274,839
| Cost of defined contribution scheme | 144,161 | 106,547
|  | 3,104,289 | 2,883,078
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2026 | 2025
|  |  | No. | No.
|  | Management | 4 | 4
|  | Administration | 53 | 51
|  |  | 57 | 55
Page 19
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
8. | Directors' remuneration
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Directors' emoluments | 473,347 | 422,864
| Company contributions to defined contribution pension schemes | 48,802 | 15,713
|  | 522,149 | 438,577
| During the year retirement benefits were accruing to 4 directors (2025 - 4) in respect of defined contribution pension schemes.
| The highest paid director received remuneration of £149,124 (2025 - £131,707).
| The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £3,283 (2025 - £4,981).
9. | Interest receivable
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Interest on bank deposits | 733,840 | 758,873
|  | 733,840 | 758,873
Page 20
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
10. | Taxation
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | 491,673 | 353,831
| Adjustments in respect of previous periods | 408 | 196
|  | 492,081 | 354,027
| Group tax relief | - | 6,699
|  | 492,081 | 360,726
| Total current tax | 492,081 | 360,726
| Deferred tax |  |
| Origination and reversal of timing differences | (15,755) | (23,514)
| Total deferred tax | (15,755) | (23,514)
|  | 476,326 | 337,212
Page 21
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026 10.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is the same as (2025 - the same as) the standard rate of corporation tax in the UK of 25% (2025 - 25 %) as set out below:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 1,881,513 | 1,322,443
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25 %) | 470,378 | 330,611
| Effects of: |  |
| Tax effect of expenses that are not deductible in determining taxable profit | 5,716 | 5,956
| Fixed asset timing differences | 47 | -
| Under/(over) provided in prior years | 408 | 196
| Effect of change in deferred tax rate | (223) | 449
| Group relief | - | (6,699)
| Payment in respect of group relief | - | 6,699
| Total tax charge for the year | 476,326 | 337,212
11. | Dividends
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Ordinary dividend paid | 3,500,000 | -
|  | 3,500,000 | -
Page 22
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
12. | Tangible fixed assets
|  | Tenant's Improvements | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £
| Cost or valuation |  |  |  |
| At 1 April 2025 | 326,281 | 91,140 | 114,581 | 532,002
| Additions | - | 576 | 28,463 | 29,039
| Disposals | (105,579) | - | (4,541) | (110,120)
| At 31 March 2026 | 220,702 | 91,716 | 138,503 | 450,921
| Depreciation |  |  |  |
| At 1 April 2025 | 175,009 | 33,261 | 77,226 | 285,496
| Charge for the year on owned assets | 42,885 | 18,293 | 28,049 | 89,227
| Disposals | (105,579) | - | (4,541) | (110,120)
| At 31 March 2026 | 112,315 | 51,554 | 100,734 | 264,603
| Net book value |  |  |  |
| At 31 March 2026 | 108,387 | 40,162 | 37,769 | 186,318
| At 31 March 2025 | 151,272 | 57,879 | 37,355 | 246,506
Page 23
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
13. | Fixed asset investments
|  | Unlisted investments
|  | £
| Cost or valuation |
| At 1 April 2025 | 14,030
| At 31 March 2026 | 14,030
| Impairment |
| At 1 April 2025 | 14,030
| At 31 March 2026 | 14,030
| Net book value |
| At 31 March 2026 | -
| At 31 March 2025 | -
14. | Debtors
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due after more than one year |  |
| Amounts owed by group undertakings | 349,814 | 397,773
|  | 349,814 | 397,773
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Due within one year |  |
| Trade debtors | 2,447,759 | 2,621,968
| Amounts owed by group undertakings | 733,616 | 574
| Other debtors | 1,840,574 | 2,715,407
| Prepayments and accrued income | 2,036,213 | 385,738
|  | 7,058,162 | 5,723,687
Page 24
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
14. | Debtors (continued)
|  | 2026 | 2025
|  | £ | £
| Debtors due after more than one year | 349,814 | 397,773
| Debtors within one year | 7,058,162 | 5,723,687
|  | 7,407,976 | 6,121,460
15. | Creditors: Amounts falling due within one year
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Trade creditors | 20,209,653 | 19,029,479
| Amounts owed to group undertakings | 592,439 | 2,498,934
| Corporation tax | 256,297 | 213,944
| Other taxation and social security | 206,038 | 226,901
| Other creditors | 2,708,995 | 2,062,327
| Accruals and deferred income | 568,455 | 616,230
|  | 24,541,877 | 24,647,815
16. | Deferred taxation
|  | 2026 | 2025
|  | £ | £
| At beginning of year | (43,801) | (67,315)
| Charged to profit or loss | 15,755 | 23,514
| At end of year | (28,046) | (43,801)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Accelerated capital allowances | (28,046) | (43,801)
|  | (28,046) | (43,801)
Page 25
REPUBLIC OF MEDIA LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
17. | Share capital
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
|  | Authorised, allotted, called up and fully paid |  |
|  | 85,000 (2025 - 85,000) Ordinary A Shares shares of £1.00 each | 85,000 | 85,000
|  | 9,038 (2025 - 9,038) Ordinary B Shares shares of £1.00 each | 9,038 | 9,038
|  | 5,425 (2025 - 5,425) Ordinary C Shares shares of £1.00 each | 5,425 | 5,425
|  | 9,038 (2025 - 9,038) Ordinary D Shares shares of £1.00 each | 9,038 | 9,038
|  |  | 108,501 | 108,501
All the shares are Ordinary shares ranking pari passu in respect of management involvement and participating in winding up.
18. | Retirement benefit schemes
The company operates a defined contribution pension scheme for all qualifying employees. 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 £144,161 (2025 - £106,547).
19. | Commitments under operating leases
| At 31 March 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2026 | 2025
|  |  |  |  | £ | £
| Within 1 year | 232,484 | 251,006
| Years 2-5 | 212,250 | 437,967
|  | 444,734 | 688,973
20. | Related party transactions
| At the reporting end date £349,814 (2025 - £404,472) was due from fellow subsidiary undertakings (not wholly owned) and £92 (2025 - £nil) was due to fellow subsidiary undertakings (not wholly owned). During the year £241,705 (2025 - £196,278) related to purchases from a fellow subsidiary undertaking (not wholly owned). Other information The company has taken advantage of the exemption not to disclose transactions with wholly owned subsidiaries.
Page 26