REGISTERED NUMBER: 10710964 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31st December 2025

for

WHCO3 LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Statement of Directors' Responsibilities

7

Report of the Independent Auditors

8

Consolidated Statement of Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Consolidated Financial Statements

17

DIRECTORS:

M J Colling

M W Fell

J E Leech

T Patten

K P Seeley

REGISTERED OFFICE:

Second Floor

55 New Oxford Street

London

WC1A 1BS

REGISTERED NUMBER:

10710964 (England and Wales)

AUDITORS:

TC Group

Statutory Auditor

3rd Floor, Suffolk House

George Street

Croydon

CR0 0YN

The directors present their strategic report of the company and the group for the year ended 31st December 2025.

REVIEW OF BUSINESS

The results for the year are shown in the annexed financial statements. At the year end, the group reports a net liability position of £6,296,601 (2024 - £5,750,912).

The company was incorporated in April 2017 as the vehicle for the acquisition of The Kite Factory Group Limited(formerly Mike Colling and Company Limited) and its subsidiaries, which completed on 8 July 2017. The acquisition was backed by a PE fund, Key Capital Partners, and the management team increased their

shareholdings. The transaction was mainly financed by equity investor loan notes from Key Capital Partners and management shareholders, which have distinct differences from bank debt in terms of repayment profile and roll up of some interest. The group has no external financial debt other than the debt shown is all loan notes held by the shareholders.

The Directors are pleased to report that 2025 was a year of strong commercial performance and strategic progress for The Kite Factory. Despite continued market uncertainty and variations in client investment patterns, the business delivered growth, secured a significant number of new client wins and achieved EBITDA ahead of budget, substantially ahead of the prior year. By the end of 2025, EBITDA had increased materially versus 2024, driven by disciplined cost management, strong trading performance and continued growth across higher-margin service lines.

2025 was characterised by an exceptional new business performance, with major client wins including British Red Cross, M&G, Christian Aid, MedExpress, Ryder Cup and Celsius amongst others. These successes strengthened the agency's position in both the charity and commercial sectors and provided a strong platform for future growth. The business also continued to diversify its income streams through the development of Ascend consultancy services, expanded programmatic capabilities and trading income initiatives, all of which made meaningful contributions during the year.

Alongside financial performance, the business invested in operational capability, data governance, automation and AI-enabled tools to improve efficiency, enhance client outcomes and support long-term scalability. These initiatives remain an important part of the Company's strategy.

Trading in 2026 has begun positively. While the market remains competitive and client investment levels continue to fluctuate, the business entered the year with a strong client portfolio, a healthy new business pipeline and encouraging momentum across our core services and consultancy offering. The Board remains confident in the Company's strategy and its ability to deliver sustainable growth through the remainder of 2026 and beyond.

PRINCIPAL RISKS AND UNCERTAINTIES

In common with others in the advertising and media sector, the director's consider the group's principal risk to be dynamic and changing markets. Other risks identified are attracting and retaining key employees, competition in the industry, cost inflation and legislative changes.

The group has no significant concentration of credit risk, with our exposure spread over a number of clients, no external debt and the FX risk is low. Our greatest financial risk would be from external market conditions and changes in legislation.

SECTION 172(1) STATEMENT

The directors are aware of their duties under section 172 to run the group for the benefit of its shareholders and in doing so are mindful of the long-term impact of their actions on the businesses stakeholders.The interests of these stakeholders have been considered in detail in enacting the decisions highlighted in this report. The implementation of the board's plan to invest in the group demonstrates its commitment to long term performance, while the proactive measures it has taken to guard against the negative impact of the recent economic challenges have prioritised the evolving needs of its customers, suppliers and employees.

KEY PERFORMANCE INDICATORS

Key financial performance indicators include the monitoring and management of profitability, staff costs and working capital.

Financial Data

2025

2024

Measure

Staff numbers

97

99

Current ratio

1.03

1.00

Current assets: current liabilities

Operating profit margin

3.35%

(2.21%

)

Operating profit/gross profit

Staff cost ratio

63.90%

65.97%

Employment costs/gross profit

ON BEHALF OF THE BOARD:

J E Leech - Director

21st September 2026

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

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of a holding company. The principal activity of the group is that of marketing, director response, creative design and performance media planning and buying.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2025.

DIRECTORS

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

M J Colling

M W Fell

T Patten

Other changes in directors holding office are as follows:

J E Leech - appointed 3rd October 2025

K P Seeley - appointed 3rd October 2025

RISK MANAGEMENT

We effectively identify, evaluate, manage and mitigate the risks we face.

The management team has identified some potential risks to the group normally associated with media agencies in fast-paced changing markets. Some, such as innovation, service levels and staffing, are specific risks that require specific, identified actions to mitigate their effects. Others, such as the impact of competition, are areas addressed through strategic planning and operational management processes. Financial risk e.g. credit risk, is managed via insurance. Cash management processes are thorough, and treasury deposits make the best use of free cash.

OUR PEOPLE

The group are committed to putting our people first. Our Behaviours People are the heart of our business. We aim to be responsible in our approach to pay and benefits. The health, safety and well-being of our employees is one of our primary considerations in the way we do business.

We conduct regular pulse surveys so our employees are able to engage with us and feedback. Our policy is to consult and discuss matters likely to affect employees' interests in individual meetings, small workshops or via our regular, whole company gatherings.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

We develop and maintain strong client relationships. We value our suppliers and commit to all contract terms responsibly. We manage our relationships well to ensure we can deliver on our strategy.

COMMUNITY AND ENVIRONMENT

Our plans take into account the impact of the group's operations on the community and environment and our wider social responsibilities. The group's approach is to consider both our ethical and environmental responsibility when conducting business.

DISABLED PERSONS

Applications for employment by disabled persons are treated fairly. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

STREAMLINED ENERGY AND CARBON REPORTING

This report represents the greenhouse gas ("GHG") emission quantified by the business for the financial year ending 31 December 2025.

The report has been prepared under the Companies (Directors' report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, under which we are required to disclose our UK Energy use and associated GHG emissions. Specifically, we are required to report UK energy usage and emission derived from purchase electricity, gas and transport.

UK GHG emissions:

31.12.25(kgs CO2e

)

31.12.24(kgs CO2e

)

Scope 1

N/A

N/A

Scope 2 - Location based

9,565

8,906

Scope 2 - Market based

N/A

N/A

Scope 3

N/A

N/A

Total location based emissions

9,565

8,906

Kgs CO2e/Sq. ft

1.9

1.8

Kgs CO2e/£m Revenues

0.0001

0.0001

Energy consumed in UK operations:

31.12.25(kWh

)

31.12.24(kWh

)

Fuel combustion: natural gas

0

0

Purchased electricity

54,694

43,015

Total

54,694

43,015

Methodology

The report has been prepared in reference to the GHG Protocol Corporate Standard. An 'operational control' approach has been used to define the GHG emissions boundary. This approach captures emissions associated with the operation of all buildings and to the extent required under the reporting scope, business travel.

Emissions have been calculated using the conversion factors published by the UK Government on 10 June 2025.

The Kite Factory has one office based in London that is in a serviced building. Electricity usage has been measured

via invoices from the building management company. We do not have information on the supplier so we have used the Scope 2 UK electricity conversion factor:

Activity

Country

Unit

Year

kg CO2e

Electricity generated

Electricity: UK

kWh

2024

0.20705

Electricity generated

Electricity: UK

kWh

2025

0.17489

We do not receive any invoices for gas. We do not have any company cars. Our office is approximately 4,950 ft² and our turnover at time of reporting was £68,591,634 for 2025 (2024 - £69,123,174).

Measures taken to improve energy efficiency

The company has taken steps to improve the energy efficiency of its operations and reduce its carbon footprint. The

actions taken include:

-

We no longer employ couriers to deliver or transport laptops and equipment to and from new starters and leavers, staff must come into the office.

-

Increased recycling bins in the office and increased the signage in the office.

-

Donating old laptops to a charity for re-purposing.

-

LED lights where possible.

-

Supplier database updated with supplier sustainability credentials so that we can make informed recommendations.

-

Ecovadis certification in progress.

-

Signed up to the IPA media climate charter.

-

Signed up to clean creatives pledge.

-

Participating in the IPA carbon calculator re-development.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, TC Group, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J E Leech - Director

21st September 2026

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

Opinion

We have audited the financial statements of WHCO3 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Financial Statements, 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 group's and of the parent company affairs as at 31st December 2025 and of the group's loss for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's 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.

Opinions 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Statement of Directors' Responsibilities set out on page seven, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

Our approach was as follows:

-

We obtained an understanding of the legal and regulatory framework applicable to the group and the sector in which it operates, through discussions with management and those charged with governance, and also from our detailed understanding of the sector. We identified the financial reporting framework including but not limited to United Kingdom Generally Accepted Accounting Practice and the Companies Act 2006, Data Protection Act 2018, Bribery Act 2010 and tax legislation being of significance in the context of the group and its ongoing activities.

-

We made enquiries with management to confirm our understanding that the group continued to comply with the applicable legal and regulatory frameworks, and also to confirm our understanding of the specific policies and procedures enlisted by the group to ensure ongoing compliance.

-

We assessed the susceptibility of the group's financial statements to material misstatement, including how fraud may occur, and gained an understanding of the company's policies and procedures on fraud risks through discussion with the group's management.

-

We considered the risk of material misstatement due to fraud as a result of possible management override of controls, and improper revenue recognition. To address these risks we tested the appropriateness of journal entries posted, reviewed those judgements made in making accounting estimates, and tested the application of revenue recognition and the cut-off of revenue.

-

We communicated those laws and regulations considered relevant to the group, and potential fraud risks to all engagement team members, and consider that the engagement team had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations, and remained alert to any indications of fraud throughout the audit.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Patrick duCassé (Senior Statutory Auditor)

For and on behalf of TC Group

Statutory Auditor

3rd Floor, Suffolk House

George Street

Croydon

CR0 0YN

21st September 2026

TURNOVER

4

68,591,634

69,127,126

Cost of sales

(57,740,371

)

(59,360,078

)

GROSS PROFIT

10,851,263

9,767,048

Administrative expenses

(10,487,905

)

(9,983,186

)

OPERATING PROFIT/(LOSS)

6

363,358

(216,138

)

Interest receivable and similar income

153,552

227,132

516,910

10,994

Interest payable and similar expenses

7

(997,464

)

(897,735

)

LOSS BEFORE TAXATION

(480,554

)

(886,741

)

Tax on loss

8

(65,135

)

(75,305

)

LOSS FOR THE FINANCIAL YEAR

(545,689

)

(962,046

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(545,689

)

(962,046

)

Loss attributable to:

Owners of the parent

(545,689

)

(962,046

)

Total comprehensive income attributable to:

Owners of the parent

(545,689

)

(962,046

)

FIXED ASSETS

Intangible assets

10

1,991,175

3,260,726

Tangible assets

11

166,916

156,433

Investments

12

-

-

2,158,091

3,417,159

CURRENT ASSETS

Debtors

13

8,225,816

13,493,615

Cash at bank

8,405,047

4,883,287

16,630,863

18,376,902

CREDITORS

Amounts falling due within one year

14

16,071,351

18,097,489

NET CURRENT ASSETS

559,512

279,413

TOTAL ASSETS LESS CURRENT LIABILITIES

2,717,603

3,696,572

CREDITORS

Amounts falling due after more than one year

15

(8,911,704

)

(9,344,984

)

PROVISIONS FOR LIABILITIES

18

(102,500

)

(102,500

)

NET LIABILITIES

(6,296,601

)

(5,750,912

)

CAPITAL AND RESERVES

Called up share capital

19

3,203,442

3,203,442

Retained earnings

20

(9,500,043

)

(8,954,354

)

(6,296,601

)

(5,750,912

)

The financial statements were approved by the Board of Directors and authorised for issue on 21st September 2026 and were signed on its behalf by:

J E Leech - Director

K P Seeley - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

16,011,466

16,011,466

16,011,466

16,011,466

CURRENT ASSETS

Debtors

13

173

172

CREDITORS

Amounts falling due within one year

14

9,327,705

7,839,121

NET CURRENT LIABILITIES

(9,327,532

)

(7,838,949

)

TOTAL ASSETS LESS CURRENT LIABILITIES

6,683,934

8,172,517

CREDITORS

Amounts falling due after more than one year

15

8,911,704

9,344,984

NET LIABILITIES

(2,227,770

)

(1,172,467

)

CAPITAL AND RESERVES

Called up share capital

19

3,203,442

3,203,442

Retained earnings

20

(5,431,212

)

(4,375,909

)

(2,227,770

)

(1,172,467

)

Company's loss for the financial year

(1,055,303

)

(978,165

)

The financial statements were approved by the Board of Directors and authorised for issue on 21st September 2026 and were signed on its behalf by:

J E Leech - Director

K P Seeley - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

3,217,218

(7,992,308

)

(4,775,090

)

Changes in equity

Issue of share capital

(13,776

)

-

(13,776

)

Total comprehensive income

-

(962,046

)

(962,046

)

Balance at 31st December 2024

3,203,442

(8,954,354

)

(5,750,912

)

Changes in equity

Total comprehensive income

-

(545,689

)

(545,689

)

Balance at 31st December 2025

3,203,442

(9,500,043

)

(6,296,601

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st January 2024

3,203,442

(3,397,744

)

(194,302

)

Changes in equity

Total comprehensive income

-

(978,165

)

(978,165

)

Balance at 31st December 2024

3,203,442

(4,375,909

)

(1,172,467

)

Changes in equity

Total comprehensive income

-

(1,055,303

)

(1,055,303

)

Balance at 31st December 2025

3,203,442

(5,431,212

)

(2,227,770

)

Cash flows from operating activities

Cash generated from operations

23

4,339,697

1,482,290

Interest paid

(885,736

)

(897,735

)

Finance costs paid

(111,728

)

-

Tax paid

134,858

(310,475

)

Net cash from operating activities

3,477,091

274,080

Cash flows from investing activities

Purchase of intangible fixed assets

-

(140,520

)

Purchase of tangible fixed assets

(108,883

)

(76,348

)

Sale of tangible fixed assets

-

474

Interest received

153,552

227,132

Net cash from investing activities

44,669

10,738

Increase in cash and cash equivalents

3,521,760

284,818

Cash and cash equivalents at beginning of year

24

4,883,287

4,598,469

Cash and cash equivalents at end of year

24

8,405,047

4,883,287

1.	STATUTORY INFORMATION

WHCO3 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The financial statements have been prepared in British Pound Sterling (£), the functional currency of the company, and the monetary amounts in these financial statements have been rounded to the nearest £.

Basis of consolidation

The consolidated financial statements present the results of WHCO3 Limited and all of its subsidiary undertakings up to 31 December each year. Intercompany transactions and balances between group companies are therefore eliminated in full.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date that control ceases.

Turnover

Revenue represents net invoiced sales of advertising services that have been performed at the accounting date.

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from a contract to provide services is recognised in the period in which the services are provided when all of the following conditions are satisfied:

-

the amount of revenue can be measured reliably;

-

it is probable that the company will receive the consideration due under the contract; and

-

the stage of completion of the service at the end of the reporting period can be measured reliably.

Commissions are recognised as income when the related media is aired. Where revenue has been earned before the end of an accounting period but has not been billed, revenue is accrued into the financial statements.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

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

Computer software is being amortised evenly over its estimated useful life of five years.

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on the following basis:

Plant and machinery

- 14% to 33% on cost

Leasehold improvements

- 25% on cost

Gains and losses on disposals are determined by comparing the proceeds with the carrying amounts and are recognised in the Statement of Comprehensive Income.

Investments in subsidiaries and associates

Investments in subsidiaries and associated undertakings are recognised at cost less accumulated impairment.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The group operates a defined contribution 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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in other creditors as a liability in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.

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.

Share-based payments

The fair value of equity-settled share based payments to employees is determined at the date of the grant and is expensed on a straight-line basis over the vesting period based on the group estimate of shares or options that will eventually vest.

Financial instruments

The group only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from third parties and loans to or from related parties.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations, rather than the financial instrument's legal form. The group determines the classification of its financial liabilities at initial recognition. All financial liabilities are recognised initially at fair value. Subsequently, the measurement of financial liabilities depends on their classification.

Obligations for interest bearing loans and borrowings are recognised when the company becomes party to the related contracts and are measured initially at the fair value of consideration received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method.

A liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.

Debtors

Short term debtors are measured at transaction price, less any impairment.

Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In applying the group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgement, estimates and assumptions are based on the best and most reliable evidence at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions, the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively.

Revenue Recognition

Revenue from contracts is assessed on an individual basis with revenue earned being ascertained based on the stage of completion of the contract which is estimated using a combination of the milestones in the contract and the time spent to date compared to the total time expected to be required to undertake the contract. Estimates of the total time required to undertake the contracts are made on a regular basis and subject to management review. These estimates may differ from the actual results due to a variety of factors such as efficiency of working, accuracy of assessment of progress to date and client decision making.

Trade Creditors & Accruals

There is a risk the actual cost may differ from those estimated. There is also the risk trade creditors may invoice us after our year end cut-off.

Accruals are used to estimate the values of unprocessed media and non-media liabilities based on our knowledge of outstanding liabilities at the reporting date.

Media Accruals

There is a risk actual costs may differ from those estimated, particularly when media campaigns are changed with short notice or are dependent on a third party delivering an expected level of performance. There is also the risk we may be invoiced for something we were unaware of because an order was not placed on our system at the right time.

We adjust our estimates and apply best practice, which is reviewed regularly, we have concluded this year that amounts received post year end, not accrued, were not material to the financial statements.

Media Writebacks

The company operates a media writeback policy. The policy involves an aging analysis of media accruals based on historic aging data; management may exercise judgement in specific cases if information becomes available in relation to specific balances. An adjustment to expected costs accrued in prior periods is made where items are no longer expected to be payable.