REGISTERED NUMBER: 13846551 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

FOR

GOALHANGER PODCASTS LTD

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Cash Flow Statement

10

Notes to the Cash Flow Statement

11

Notes to the Financial Statements

12

DIRECTORS:

A N Pastor

J W Davenport

G Bettinelli

G W Lineker

REGISTERED OFFICE:

2.07 Canterbury Court

1-3 Brixton Road

London

SW9 6DE

REGISTERED NUMBER:

13846551 (England and Wales)

AUDITORS:

Galloways Accounting Audit Limited

15 West Street

Brighton

East Sussex

BN1 2RL

SOLICITORS:

Sheridans Solicitors LLP

76 Wardour Street

London

W1F 0UR

Welcome to Goalhanger. We are building the home of engaging, long-form conversation in digital media.

The year ended 31 December 2025 was one of significant growth and financial outperformance for Goalhanger. The company exceeded its own expectations in audience reach, engagement and financial performance, establishing a strong foundation for future expansion.

Following a change in the company's accounting reference date from 31 May to 31 December in the prior period, the current year covers 12 months, whereas the comparative figures cover 7 months. Consequently, the comparative amounts presented in the financial statements are not directly comparable.

REVIEW OF BUSINESS

Financial Highlights

The board considers revenue, operating profit and cash to be the company's key performance indicators. During the year, the company generated revenues of £37,837,719 (Period ended 31 December 2024 £15,464,274) and operating profit of £9,824,734 (Period ended 31 December 2024: £4,208,409). This performance reflects our ever-increasing ability to bring our commercial partners to our community of loyal audience via the greatest talent in their respective fields.

Cash balances at the year end were £4,955,770 (Period ended 31 December 2024: £5,033,607)

Audience and Operations Growth

Operational metrics saw a significant uplift, with 667 million plays on audio and video across 13 shows. Our membership base grew from 110,000 at the start of the year to 243,000 by the end of 2025 demonstrating the love that audiences have for our shows and our talent.

Goalhanger continues to attract an affluent, influential and highly-engaged audience which remains a key asset in securing premium advertising and partnership deals.

The company's partnerships with Spotify, YouTube and Apple have expanded our reach and we continue to work closely with platforms to understand how we can meet our audiences and advertisers where they are.

The introduction of video on Spotify gave Goalhanger the opportunity to enhance its video capability. The company rose to the production challenge of introducing video to every one of its shows and now a significant portion of our audience watch our shows as well as listen. The roll-out of additional video content has helped Goalhanger to find new audiences and has presented new opportunities to offer creative solutions to advertisers.

Show Launches

Goalhanger launched three new shows in the financial year (2024: two).

In November 2025, the Company launched:

- The Rest Is Science with Professor Hannah Fry and YouTube creator Michael "V Sauce" Stevens

- The Rest Is Football: Daly Brightness hosted by England Lionesses Rachel Daly and Millie Bright was launched in April just ahead of the Lionesses' successful Euro 2025 campaign

- The Rest Is Classified: a spy history show led by ex-CIA analyst David McCloskey and Gordon Corera, ex BBC correspondent.

Goalhanger acquired La Liga weekly highlights and Premier League footage for usage on The Rest Is Football (an industry first).

Live Events

Goalhanger brought their shows to a live audience with over 40,000 people attending our events including:

We Have Ways Fest

The Rest Is Politics at five venues across the UK

The Rest Is History in five venues across Australia

The Rest Is History Live: Royal Albert Hall

The Rest Is Assassinations with Anthony Scaramucci and Dominic Sandbrook

The Rest Is Politics US at the Indigo2

Awards and Accolades

Apple's Podcast of the Year - The Rest Is History

Audio Brand of the Year (ARIAs) - Goalhanger

Best Podcast (Broadcast Sport Award) - The Rest Is Football

Podcast of the Year (Political Podcast Awards) - The Rest Is Politics

Best History Podcast (Webby) - The Rest Is History

Best Audio Drama (Webby) - Sherlock & Co

Best Video Co-Host (Signal Awards) - The Rest Is Classified

PRINCIPAL RISKS AND UNCERTAINTIES

Foreign Exchange Risks

The company's major revenue contract and a significant number of our community are collected in foreign currency, mainly US dollars. Some of the risk is mitigated in 2026 with the bulk of our The Rest Is Football Netflix production being based in New York hence we are able to use US dollar income on one contract to pay costs in US dollars against another. This will not cover all of our exposure and the directors manage that risk by exchanging currency only when necessary at the bank's spot rate at the time.

Credit Risk

The company has minimum credit risk as over half of 2026 revenues are contracted with large international and established businesses.

Liquidity Risk

The company has sufficient cash reserves to cover day to day working capital requirements and a significant amount of our budgeted revenue is received in advance of the payments related to that income becoming due.

FUTURE DEVELOPMENTS AND OUTLOOK FOR 2026

The 2026 budget is underpinned by our deal with Spotify and the exciting venture of bringing The Rest Is Football to Netflix every day during the FIFA World Cup from New York City.

The strategic priorities for the directors are:

Content innovation - invest in new formats and original content to maintain market and creative leadership

Talent development - strengthen relationships with existing and new talent to ensure a pipeline of exclusive, high-value shows

Margin Expansion - executing operational efficiencies and leveraging commercial agreements to improve profitability

The company is well-positioned to capitalise on the sustained growth of international digital content markets in 2026.

Subsequent to the year end, the company completed a significant equity investment and undertook a wider corporate reorganisation, including the incorporation of new wholly owned subsidiaries to support future growth; further details are provided in note 20 to the financial statements.

ON BEHALF OF THE BOARD:

J W Davenport - Director

30 June 2026

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

DIVIDENDS

The total distribution of dividends for the period ended 31 December 2025 were £5,034,500 (2024: £36,000).

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

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

A N Pastor

J W Davenport

Other changes in directors holding office are as follows:

G Bettinelli and G W Lineker were appointed as directors after 31 December 2025 but prior to the date of this report.

CHARITABLE DONATIONS AND EXPENDITURE

During the year, the company made donations of £12,754 (2024: £5,505) to the following charitable causes:

Kidney Research UK - £1,500

Finley's Touch - £1,254

Action for Children - £10,000

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS

Third party directors and officers insurances, a qualifying third party indemnity provision, was provided for all directors and officers of the company during the year and at the date of approval of the financial statements under a policy in the name of the company.

DISCLOSURE IN THE STRATEGIC REPORT

Information in respect of the business review, future developments, financial risk management and exposure to risks are not shown in the directors' report because they are presented in the strategic report in accordance with s414c(ii) of the Companies Act 2006.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the 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 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 and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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 company'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 company's auditors are aware of that information.

AUDITORS

Galloways Accounting was appointed as auditor during the period and has expressed their willingness to continue in office. A resolution proposing their reappointment will be put to the members at the Annual General Meeting.

ON BEHALF OF THE BOARD:

J W Davenport - Director

30 June 2026

Opinion

We have audited the financial statements of Goalhanger Podcasts Ltd (the 'company') for the year ended 31 December 2025 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, 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 company's affairs as at 31 December 2025 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 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, 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 Statement of Directors' Responsibilities set out on page four, 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 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.

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. 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:

Based on our understanding of the company and industry, we considered the risk of non-compliance with laws and regulations, and considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements, such as FRS 102, the Companies Act 2006 and taxation laws, including employment laws. We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Audit procedures performed included:

- Enquiring of management whether there were any instances of fraud and/or non-compliance with laws and regulation;

- Review of legal expenses for evidences of fees relating to non-compliance;

- Performing tests on journal entries for evidence of management override; and

- Substantive tests of detail on revenue to ensure that recognition was appropriate.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Neil Morris FCCA (Senior Statutory Auditor)

for and on behalf of Galloways Accounting Audit Limited

15 West Street

Brighton

East Sussex

BN1 2RL

30 June 2026

TURNOVER

4

37,837,719

15,464,274

Cost of sales

(20,647,633

)

(9,196,085

)

GROSS PROFIT

17,190,086

6,268,189

Administrative expenses

(7,365,352

)

(2,059,780

)

OPERATING PROFIT

6

9,824,734

4,208,409

Interest receivable and similar income

32,171

24,543

9,856,905

4,232,952

Interest payable and similar expenses

7

(7,798

)

-

PROFIT BEFORE TAXATION

9,849,107

4,232,952

Tax on profit

8

(2,511,560

)

(1,096,741

)

PROFIT FOR THE FINANCIAL YEAR

7,337,547

3,136,211

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

7,337,547

3,136,211

FIXED ASSETS

Intangible assets

10

46,632

42,890

Tangible assets

11

397,336

111,402

443,968

154,292

CURRENT ASSETS

Debtors

12

11,577,160

5,077,221

Cash at bank

4,955,770

5,033,607

16,532,930

10,110,828

CREDITORS

Amounts falling due within one year

13

10,003,240

5,628,073

NET CURRENT ASSETS

6,529,690

4,482,755

TOTAL ASSETS LESS CURRENT LIABILITIES

6,973,658

4,637,047

PROVISIONS FOR LIABILITIES

15

72,137

38,573

NET ASSETS

6,901,521

4,598,474

CAPITAL AND RESERVES

Called up share capital

16

150

150

Retained earnings

6,901,371

4,598,324

6,901,521

4,598,474

The financial statements were approved by the Board of Directors and authorised for issue on 30 June 2026 and were signed on its behalf by:

J W Davenport - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 June 2024

150

1,498,113

1,498,263

Changes in equity

Dividends

-

(36,000

)

(36,000

)

Total comprehensive income

-

3,136,211

3,136,211

Balance at 31 December 2024

150

4,598,324

4,598,474

Changes in equity

Dividends

-

(5,034,500

)

(5,034,500

)

Total comprehensive income

-

7,337,547

7,337,547

Balance at 31 December 2025

150

6,901,371

6,901,521

Cash flows from operating activities

Cash generated from operations

1

7,423,292

2,806,077

Interest paid

(7,798

)

-

Tax paid

(2,076,053

)

(428,094

)

Net cash from operating activities

5,339,441

2,377,983

Cash flows from investing activities

Purchase of intangible fixed assets

(6,022

)

(7,293

)

Purchase of tangible fixed assets

(411,209

)

(50,868

)

Sale of tangible fixed assets

999

-

Interest received

32,171

24,543

Net cash from investing activities

(384,061

)

(33,618

)

Cash flows from financing activities

Amount introduced by directors

3,470

-

Amount withdrawn by directors

(2,187

)

(1,325

)

Equity dividends paid

(5,034,500

)

(36,000

)

Net cash from financing activities

(5,033,217

)

(37,325

)

(Decrease)/increase in cash and cash equivalents

(77,837

)

2,307,040

Cash and cash equivalents at beginning of year

2

5,033,607

2,726,567

Cash and cash equivalents at end of year

2

4,955,770

5,033,607

1.	RECONCILIATION OF PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS

Period

1.6.24

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Profit for the financial year

7,337,547

3,136,211

Loss on disposal of fixed assets

40,075

-

Depreciation and amortisation charges

86,481

15,320

Finance costs

7,798

-

Finance income

(32,171

)

(24,543

)

Taxation

2,511,560

1,096,741

9,951,290

4,223,729

Increase in trade and other debtors

(6,501,222

)

(2,869,489

)

Increase in trade and other creditors

3,973,224

1,451,837

Cash generated from operations

7,423,292

2,806,077

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2025

31.12.25

1.1.25

£

£

Cash and cash equivalents

4,955,770

5,033,607

Period ended 31 December 2024

31.12.24

1.6.24

as restated

£

£

Cash and cash equivalents

5,033,607

2,726,567

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.25

Cash flow

At 31.12.25

£

£

£

Net cash

Cash at bank

5,033,607

(77,837

)

4,955,770

5,033,607

(77,837

)

4,955,770

Total

5,033,607

(77,837

)

4,955,770

1.	STATUTORY INFORMATION

Goalhanger Podcasts Ltd 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 Company Information page.

The presentation currency of the financial statements is the pound sterling (£).

Each unit has been rounded to the nearest whole pound.

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.

Following a change in the company's accounting reference date from 31 May to 31 December in the prior period, the current year covers 12 months, whereas the comparative figures cover 7 months. Consequently, the comparative amounts presented in the financial statements are not directly comparable.

In the current year the company exceeded the small company thresholds and therefore no longer qualifies for the reduced disclosure framework in Section 1A of FRS 102. The financial statements have been prepared in accordance with full FRS 102; no changes to recognition or measurement have arisen from this transition.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, net of discounts. Value added tax and other sales taxes that the company collects on behalf of the tax authority are excluded. Revenue is recognised as follows:

Advertising

Advertising revenue is recognised when the related show episode containing the advertisement is published and made available to the audience. Where advertising contracts include multiple placements or campaign milestones, revenue is recognised as each deliverable is fulfilled.

Memberships

Revenue from membership subscriptions is recognised on a straight-line basis over the period to which the membership relates, net of any discounts provided.

Events

Revenue from ticket sales for live events is recognised when the event takes place. Where tickets are sold in advance, amounts received are deferred and recognised as income in the period of the event. Sponsorship income related to events is recognised when the sponsored event occurs or over the sponsorship term, depending on the agreement.

Other income

Revenue from other income, including producing shows for third parties, is recognised over time as the services are delivered.

Intangible assets

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

Website costs are amortised at 20% on a straight-line basis, starting from the point at which the website is put into use for its intended purpose and is expected to generate probable future economic benefits.

Tangible fixed assets

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

Improvements to property

- 5 year straight line

Recording equipment

- 4 year straight line

Fixtures and fittings

- 5 year straight line

Computer equipment

- 3 year straight line

Tangible assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended.

Basic financial instruments

The company classifies its financial instruments as basic in accordance with Section 11 of FRS 102. Basic financial instruments, including trade and other receivables, trade and other payables, and cash, are initially recognised at transaction price and subsequently measured at amortised cost. Any losses arising from impairment are recognised in the statement of income and retained earnings in other administrative expenses.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the statement of income and retained earnings, 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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet 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 balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

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

Leasing commitments

Rentals payable under operating leases are generally charged to profit or loss on a straight line basis over the lease term. However, when rental payments are structured to increase in line with expected general inflation the company recognises rent expense equal to amounts owed to the lessor for the annual period. The aggregate benefits of lease incentives are recognised as a reduction to the expense recognised over the lease term on a straight-line basis.

Going concern

In considering the company's ability to continue as a going concern, the directors have assessed contracts with customers and expected cash flows for the forthcoming financial year which show that the company will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of approval of these financial statements.

The directors' assessment of going concern considers the fact that the company is cash-generative to conclude that there are no uncertainties over the company's ability to continue as a going concern.

The company ended the period with cash balances of £4,955,770 (2024: £5,033,607). The company generated cash flows from operations of £7,423,292 (2024: £2,806,077). The company ended the year with current liabilities of £10,003,240 (2024: £5,628,073) and net assets of £6,901,521 (2024: £4,598,474).

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Management make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom be exactly the same as the related actual results. The estimates, assumptions and management judgements that carry a significant risk of material adjustments to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Significant Management Judgements

i. Matching of Variable Production Costs

A significant portion of the company's cost base is variable and linked to the performance of specific media content. Management exercises judgement in timing the recognition of these costs to ensure they are appropriately matched with the related revenue streams (advertising and subscriptions) according to the accruals concept.

Where a timing difference exists between revenue generation and the contractual settlement of associated costs, management estimates the required liability at the period end. This involves aligning third-party performance data with internal financial records.

Management determined that certain indirect overhead allocations are not material to this period-end adjustment and excluded them to ensure the accounts reflect the primary direct cost obligations.

This judgement ensures that the operating margin reported in the Profit and Loss account accurately reflects the performance of the period's commercial activity.

ii. Revenue Recognition and Cut-off

The company generates revenue through (a) advertising and sponsorships, either directly with advertisers and their agencies or via third-party advertising sales partners, and (b) recurring subscriptions to the company's membership clubs. The primary judgement lies in the timing of revenue recognition for contracts that straddle the financial year-end.

Revenue is recognised on a straight-line basis over the calendar months of the contract period. Management believes this represents the most faithful depiction of the service delivery. This requires a contract-by-contract review of the start and end months to ensure a clean cut-off between reporting periods.

The company earns revenue through third-party platforms, including payment processors and digital distribution channels. Management has applied judgement in determining whether the company acts as principal or agent in these arrangements, affecting whether revenue is recognised gross or net of third-party platform fees. This assessment is based on the indicators in FRS 102.23A.38, particularly control over pricing, responsibility for fulfilment, and exposure to risks and rewards.

The company is considered principal for transactions processed via payment platforms, with revenue recognised gross and platform fees recorded as costs. For digital platforms, judgement is required. Where the company retains control over pricing and the underlying goods or services, revenue is recognised gross with commissions expensed. Where the platform controls the customer relationship and pays a royalty or revenue share, revenue is recognised net.

This judgement impacts both the presentation and level of revenue reported.

Key Sources of Estimation Uncertainty

Other than those mentioned above, the directors consider that there are no key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

1.6.24

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Sales - Advertising

25,306,598

9,817,347

Sales - Membership

9,366,856

2,792,532

Sales - Events

1,451,581

1,589,081

Sales - Commissions

768,331

1,265,314

Sales - Other

944,353

-

37,837,719

15,464,274

An analysis of turnover by geographical market is given below:

Period

1.6.24

Year Ended

to

31.12.25

31.12.24

as restated

£

£

United Kingdom

14,839,766

6,071,600

Europe

4,158,869

1,021,681

United States of America

17,094,381

7,845,489

Rest of World

1,744,703

525,504

37,837,719

15,464,274

5.	EMPLOYEES AND DIRECTORS

Period

1.6.24

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Wages and salaries

3,423,101

972,212

Social security costs

462,628

109,660

Other pension costs

468,518

174,808

4,354,247

1,256,680

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

Period

1.6.24

Year Ended

to

31.12.25

31.12.24

as restated

Operational staff

35

27

Commercial staff

6

2

Admin staff

11

5

Management staff

2

-

54

34

Period

1.6.24

Year Ended

to

31.12.25

31.12.24

as restated

£

£

Directors' remuneration

24,000

10,000

Directors' pension contributions to money purchase schemes

270,000

120,000