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TIN ROOF MEDIA LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 14 to 35 form part of these financial statements.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Tin Roof Media Ltd is a private company, limited by shares, incorporated in England and Wales, registration number 09736691. The registered office is 46 Bloomsbury Street, London, England, WC1B 3QJ. The Group consists of Tin Roof Media Limited and its subsidiaries.
The principal activity of the Company is that of a holding company for the Group.
The principal activity of the Group during the year was that of the provision of TV production and distribution services.
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 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 £1,000.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
Tin Roof Media Ltd and its subsidiaries are a small group of companies. The directors have chosen to voluntarily prepare and file consolidated financial statements, taking FRS 102 section1a disclosures exemptions where appropriate.
The consolidated financial statements incorporate those of Tin Roof Media Ltd and its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies to obtain economic benefits). Acquired subsidiaries are consolidated using the purchase method. Results are incorporated from the date that control passes. All financial statements are made up to
31 December 2025.
All intra-group transactions, balances and unrealised gains on transactions between group entities are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the assets transferred.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.
These financial statements represent the largest and smallest group of which the Company is a member for which the Group accounts are prepared.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has made a loss before tax for the year of £297,000 (2024 - £37,000) and has net liabilities of £3,449,000 (2024 - £2,879,000) at the balance sheet date. Included within net liabilities are cash reserves totaling £174,000 (2024 - £662,000). The financial statements have been prepared on a going concern basis. In assessing whether the going concern basis is appropriate, the directors have considered the Group's and Company's financial position, budgets, forecasts and projections, including cash flow forecasts covering a period of at least twelve months from the date of approval of the financial statements.
The Group has operated during a period of continued uncertainty within the television production sector and, at the balance sheet date, remains in a net liability position. The directors have therefore undertaken a detailed review of the Group's forecast trading performance and liquidity requirements. The forecasts take into account expected levels of trading, planned productions, contracted and anticipated commissions, expected cash receipts (including the timing of production tax credit claims), and the availability of the Group's existing financing facilities.
In forming their assessment, the directors have considered the progress of productions secured since the year end, the Group's recent trading performance, its ability to manage cash flows through ongoing cost control measures, the flexibility to defer certain discretionary expenditure where appropriate, and the Group's track record of securing new commissions and obtaining funding to support production activity.
The directors continue to monitor forecasting assumptions, cash flow projections and the commissioning pipeline on a regular basis. Having considered the forecasts prepared and the actions available to management, the directors have a reasonable expectation that the Group and the Company will continue in operational existence and will be able to meet their liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements.
Accordingly, the directors consider it appropriate to prepare the financial statements on the going concern basis.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Revenue is recognised when it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable from customers, net of trade discounts, VAT and other sales related taxes.
Production revenue comprises broadcaster license fees and other pre-sales receivable for work carried out in producing television programs.
To the extent that they meet the requirements of FRS102 certain customer-specific production contracts are reported using the percentage-of-completion method. In this method, revenues and gains on customer-specific contracts are recognised based on the stage of completion of the respective project concerned. The percentage of completion is calculated as the ratio of the contract costs incurred up until the end of the year to the total estimated project costs (cost-to-cost method). Irrespective of the extent to which a project has been completed, losses resulting from customer-specific contracts are immediately recognised in full in the year in which the loss is identified. Gross profit on production activity is recognised over the year of the production.
Overspends on productions are recognised as they arise and underspends are recognised on completion of the productions.
Distribution revenue includes sums receivable from all exploitation of programs in which the Company owns rights and is recognised when all the following criteria have been met:
i) an agreement has been executed by both parties
ii) the program is available for delivery; and
iii) the arrangements are fixed and determinable.
Revenue from the exploitation of program rights is recognised when receivable. The associated costs are recognised in cost of sales at the same point.
In most cases, when the Group is commissioned to make a program by a broadcaster, the broadcaster pays a licence fee for the program in their own territory and the Group retains the right to exploit the program elsewhere.
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Research and development expenditure
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Research expenditure is written off against profits in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is capitalised within other intangible assets and amortised.
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Intangible assets - goodwill
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Goodwill is capitalised and written off using the reducing balance method over 5 years as, in the opinion of the directors, this represents the period over which the goodwill is expected to give rise.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Intangible assets - other intangible fixed assets on business combinations
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Business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired.
Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable. The intangible assets are in respect of the customer relationships, brand and distribution catalogue acquired.
Amortisation is recognised to write off the cost of assets less their residual values over their useful lives on the following basis:
The above periods are considered reasonable based on past performance of the revenues associated with the brand and catalogue. Customer relationships are based on an expectation of how long past relationships last.
Brands - Over 11 years straight line
Distribution catalogue - Over 11 years straight line
Customer relationships - Over 7 years straight line
The Group has chosen not to recognise any separate intangible assets as part of the Outline acquisition which took place during the year as the future revenue streams arising from contractual relationships and the back catalogue in place at the acquisition date were deemed by the directors to have an immaterial value on acquisition.
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 and reducing balance method.
Depreciation is recognised to write off the cost of assets less their residual values over their useful lives on the following bases:
Leasehold improvements - 10% straight line
Camera & office equipment - 20% reducing balance
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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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Interests in subsidiaries 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.
A subsidiary is an entity controlled by the Company. Control is the power given to govern the financial and operating policies of the entity to obtain benefits from its activities.
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Impairment of fixed assets
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At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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Cash and cash equivalents
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Cash and cash equivalents are basic financial instruments 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.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11, 'Basic Financial Instruments' and Section 12 'Other Financial Instruments' of FRS 102 to all its financial instruments.
Financial instruments are recognised when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets which include trade and other receivables, loans to fellow group companies and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired when there is objective evidence that, because of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 Group after deducting all its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost using the effective interest rate method.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Other financial liabilities
Deferred consideration has been initially measured at amortised costs by discounting to present value. The unwinding of the discounted balance is charged to the profit or loss account.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Rentals payable under operating leases, including any lease incentives received, are charged to income 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 lease asset are consumed.
Rent free periods or other incentives received for entering into an operating lease are accounted for as a reduction to the expense and are recognised on a straight-line basis over the lease term.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income. Translation differences on the assets and liabilities of overseas subsidiaries are recognised in other comprehensive income.
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable. Current and deferred tax is charged or credited to the profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.
Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.
Current tax is based on taxable profit for the year. Taxable profit differs from total comprehensive income because it includes items of income or expense that are taxable or deductible in other periods. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Group 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 profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet 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 Balance sheet.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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Useful economic life and impairment of intangible fixed assets
Goodwill and the intangible assets identified and valued on the business combinations are deemed to be fully recoverable from future trading and the directors have deemed these assets to have appropriate useful economic lives.
Useful economic life and impairment of tangible fixed assets
Fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Deferred tax asset
The Company and Group have not recorded a deferred tax asset relating to the accumulated losses and other deductions of the Company as there is uncertainty as to when future profits will arise within the Company and the Group.
Revenue recognition
Management continually assess the projected total costs of each production. On the basis of these estimates, revenue is recognised.
Where productions are in progress at the period end and where billing exceeds the value of the work done, the excess is classified as deferred income. Where billing is less than the value of work done, the excess is classified as accrued income.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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The average monthly numbers of persons, including directors, employed by the Company during the year was 5 (2024 - 5).
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The average monthly number of employees, including directors, employed by the Group during the year was 32 (2024 - 48).
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Other interest receivable
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Interest payable and similar expenses
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Other loan interest payable
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Origination and reversal of timing differences
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
7.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is the same as (2024 - higher than) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
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Expenses not deductible for tax purposes
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Income not taxable for tax purposes
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Television tax credit adjustment
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Audio-visual expenditure tax adjustment
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Deferred tax not recognised
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Adjustments in respect of prior periods
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Total tax charge for the year
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The Group is responsible for the production and delivery of a number of programs that qualify for Audio-Visual Expenditure Credits ("AVEC") for corporation tax purposes. During the year, a number of Group companies submitted interim claims based on estimated qualifying UK production expenditure across various qualifying productions. The total AVEC recognised in respect of these claims amounted to £1.199 million (2024: £0.106 million). After offsetting any related corporation tax liabilities, the net amount recoverable of £0.841 million (2024: £0.106 million) is included within debtors as a tax recoverable at the balance sheet date.
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Factors that may affect future tax charges
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The Group has taxable losses carried forward at 31 December 2025 of £3,100,000 (2024 - £2,750,000). A deferred tax asset has not been recognised on these on the basis that there is uncertainty over whether taxable profits will be generated across the Group in the foreseeable future.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Redundancy payment and advice
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Parent company profit for the year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £860,000 (2024 - £786,000).
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Charge for the year on owned assets
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Intangible assets (continued)
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The above intangible assets relate to the acquisition of Blink Entertainment Limited ("Blink") and its subsidiaries in the year ended 31 December 2016 and the acquisition of Outline Productions Limited in the year ended 31 December 2017.
The Blink customer relationship intangible asset represents the expected value to be derived from noncontractual customer relationships in place at the acquisition date. The estimated life for customer relationships is seven years based on the estimated life of the non-contractual relationships.
The Blink distribution catalogue intangible asset represents the expected value to be derived from the catalogue asset based on the expected cash inflows by program title compiled by the directors based on past performance. The estimated life for customer relationships is eleven years based on the lifetime of past title sales.
The Blink brand intangible asset represents the expected value to be derived from the brand. The estimated life for the brand is eleven years based on the lifetime of past title sales forecast by the directors.
Goodwill on consolidation arises on the excess of the cost of acquisition over the fair value of the net assets acquired. Goodwill relates primarily to the expected value to be derived from non-contractual new customer relationships and skilled workforce and is amortised over five years.
The directors have assessed whether there are any indicators of impairment against the carrying value of goodwill. The cash-generating unit of Blink Entertainment and its subsidiaries, which included the goodwill intangible assets and other net assets, was reviewed for impairment during the year using a discounted cash flow model. The directors concluded that no impairment was necessary.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Short-term leasehold property
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Charge for the year on owned assets
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Investments in subsidiary companies
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Direct subsidiary undertakings
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The following were direct subsidiary undertakings of the Company:
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Tin Roof Media Productions Ltd
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Tin Roof Media Distribution Ltd
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Blink Entertainment Limited
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Outline Productions Limited
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Indirect subsidiary undertakings
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The following were indirect subsidiary undertakings of the Company:
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Blink Entertainment Distribution Ltd
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Blink Entertainment Space Ltd
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Blink Entertainment History Ltd (incorporated 13 March 2025)
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Blink Entertainment Travel Ltd (incorporated 13 March 2025)
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Blink Entertainment Animation Ltd (incorporated 17 April 2025)
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Blink Entertainment Science Ltd (incorporated 17 April 2025)
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Blink Entertainment Africa Ltd (incorporated 6 May 2025)
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Blink Entertainment Documentaries 1 Ltd (incorporated 6 May 2025)
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The registered office of all the subsidiaries is 46 Bloomsbury Street, London, England, WC1B 3QJ.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Management loan notes capital and interest
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Rockpool (Security Trustee) Limited, acting as a security trustee for the secured noteholders, the management note holders and other note holders, has a second ranking fixed and floating charge over all the property of undertaking of the Company.
Interest accrues on the management loan notes at 10% per annum on both classes of loan notes, and is payable by installments. The repayment of the principal of the loan notes has been deferred indefinitely.
Included within bank loans due within one year and after more than one year, a subsidiary company has a bank loan with a carrying value of £825,000 (2024 - £Nil). The loan is repayable by quarterly installments and bears interest at 3.25% above base rate per annum. The loan is secured by a fixed and floating charge over the assets of the company.
Included within other loans, a subsidiary company has UK tax credit loan with a carrying value of £855,000 at the year end (2024 - £Nil). The loan is repayable within 4 to 10 months from first drawdown, bearing interest at 1.10% per month. The loan is secured by a fixed and floating charge over the assets of the company.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due after more than one year
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Included within bank loans due within one year and after more than one year, a subsidiary company has a bank loan with a carrying value of £825,000 (2024 - £Nil). The loan is repayable by quarterly installments and bears interest at 3.25% above base rate per annum. The loan is secured by a fixed and floating charge over the assets of the company.
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Charged to profit or loss
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Accelerated capital allowances
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Onerous contract provision
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Charged to profit or loss
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Allotted, called up and fully paid
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2,155 (2024 - 2,155) Ordinary shares of £0.01000 each
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15,062 (2024 - 15,062) Ordinary A shares of £0.00004 each
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2,494,804 (2024 - 2,494,804) Ordinary B shares of £0.00004 each
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1,319 (2024 - 1,319) Deferred shares of £0.00010 each
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With the exception of Deferred shares, all share classes have attached to them voting, dividend and capital distribution rights, including on winding up (albeit the rights attributable to each class are not equal). Deferred shares have no voting or dividend rights attached to them.
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Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Profit and loss account
Includes all current and prior period retained profits and losses.
A prior year adjustment has been recognised to reduce turnover by £126,000 and accrued income by £126,000 where an amount of income was recognised twice relating to a single production. As a result the 2024 closing reserves reduced by £126,000 and the current year position improved by £126,000.
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Commitments under operating leases
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Lessee
Operating lease payments represent rentals payable by the Group for use of its premises and certain items of office equipment.
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At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Related party transactions
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The Company has taken advantage of the exemption under Paragraph 33.1A of FRS 102 from disclosing transactions with wholly owned subsidiary undertakings.
The Company has entered into an operating lease which is held by two active directors. During the year
the total rent charged was £89,000 (2024 - £98,000) and as at 31 December 2025 an amount of
£101,000 was owed (2024 - £60,000).
During the year, the Company entered into transactions with its majority shareholding parent company totaling £33,335 (2024 - £Nil). Amounts due to the parent company at the year end were £25,000 (2024 - £Nil).
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TIN ROOF MEDIA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Contingencies and commitments
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The SPA for the acquisition of Blink Entertainment Limited and its subsidiary companies also provided for consideration of up to £650,000 contingent on final exit proceeds. During 2019 the vendors of the subsidiaries waived their rights to £601,000 of this consideration meaning the maximum contingent consideration payable under the acquisition is now £49,000. This has not been provided for in the financial statements on the basis that an exit in the foreseeable future is remote.
A subsidiary undertaking of the Group, is party to a composite guarantee with Coutts & Company, under which there is an aggregate potential liability of £900,000. Coutts & Company holds a fixed and floating charge over all assets, property and undertaking of the Group in respect of a loan agreement entered into by the subsidiary undertaking.
A subsidiary undertaking of the Group, has entered into a charge agreement with Coutts & Company, registered on 9 January 2025. This charge includes both fixed and floating charges over all assets, property, and undertaking of the Group. The charge also contains a negative pledge, restricting the Group from creating further charges over the same assets without the consent of Coutts & Company.
A subsidiary undertaking of the Group, is party to a composite guarantee with Head Gear Films FN Ltd. Head Gear Films FN Ltd holds a fixed and floating charge over all assets, property and undertaking of the Group in respect of a loan agreement entered into by the subsidiary undertaking.
A subsidiary undertaking of the Group, has entered into a charge agreement with Head Gear Films FN Ltd, registered on 16 December 2025. This charge includes both fixed and floating charges over all assets, property, and undertaking of the Group. The charge also contains a negative pledge, restricting the Group from creating further charges over the same assets without the consent of Head Gear Films FN Ltd.
TB Loans (CBILS) Limited held a fixed and floating charge over all assets, property and undertaking of a subsidiary undertaking of the Group, in respect of a loan agreement entered into by the Company. The charge was satisfied on 9 January 2025.
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Post balance sheet events
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On 9 January 2026 a subsidiary undertaking of the Group received an HMRC tax credit in respect of qualifying production expenditure. In accordance with the existing financing arrangements, the tax credit was remitted to Head Gear Films Fn Ltd on the same day to reduce the outstanding balance of the facility recognised within the Group.
On 26 May 2026, a subsidiary agreed a 6 month capital repayment holiday for a bank loan held, detailed in note 15.
Rockpool Investments Nominee Limited, a company incorporated in England & Wales, is the ultimate parent company and a nominee acting on behalf of the beneficial owners of the shares in Tin Roof Media Limited. There is no one party among the beneficial owners that could be considered a controlling party.
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