Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
GOODSTUFF HOLDINGS LIMITED
CONTENTS
GOODSTUFF HOLDINGS LIMITED
COMPANY INFORMATION
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GOODSTUFF HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report of Goodstuff Holdings Limited (trading as Goodstuff Communications) (“the Company”) for the year ended 31 December 2025.
The results of the year and financial position of the Company are as shown in the financial statements.
2025 was another challenging year for advertisers and the industry as a whole. The level of new business pitches in the UK market declined by 7% compared to the prior year, although the Company’s conversion rate remained strong at 40%. Despite this, activity in quarter four and the new business pipeline ending the year was encouraging and this has continued into 2026 with wins in Q1 26 that provided a boost to 2026 revenues.
Both existing and new clients continue to be cautious in their marketing spend and this has led to more volatility than has been experienced historically with more short-term decisions being made and lower overall marketing budgets which saw a decline in overall client billing by 3% year on year.
During 2025, senior leadership's focus was on growth which contributed to the results above;
2025 was another challenging year for advertisers and the industry as a whole. The level of new business pitches in the UK market declined by 7% compared to the prior year, although the Company’s conversion rate remained strong at 40%. Despite this, activity in quarter four and the new business pipeline ending the year was encouraging and this has continued into 2026 with wins in Q1 26 that provided a boost to 2026 revenues.
Both existing and new clients continue to be cautious in their marketing spend and this has led to more volatility than has been experienced historically with more short-term decisions being made and lower overall marketing budgets which saw a decline in overall client billing by 3% year on year.
During 2025, senior leadership's focus was on growth which contributed to the results above;
∙New business opportunities meeting the Company's selection criteria were successfully secured during the year, including media planning and buying engagements for Kerry, Yankee Candle and Nest Pensions.
∙36% growth in clients via our partnership arrangements with other media agencies who work with G-Force a division that delivers media buying services to their clients.
∙Continuing the development and commercialisation of enhanced planning, data analytics and measurement services to our existing clients, which contributed to improved margins.
∙Delivery of award-winning work which resulted in the Company receiving a number of significant industry awards. Highlights include Campaign Audio Gold for Most Innovative Campaign with OVO and Best Audio Ad Tech Solution for Dunelm, Campaign Tech Awards, Best use of Creative Personalisation for OVO, European Video Awards for best use of CTV.
∙Goodstuff was also recognized as the No.1 UK Media Agency for client service and within the same independent research, the UK’s No.1 for effectiveness, data and technology and strategic guidance.
Despite the challenges experienced in 2025, the Company has increased its revenue to £16.8m (2024: £15.3m). Strong financial control over people costs and overheads has resulted in an increase in EBITDA by 37% year on year to £5.3m (£3.9m).
The Company continued to manage its working capital and held £29.1m (2024: £23.1m) in the Group cash pooling facilities at 31 December 2025.
Our average headcount for 2025 was 126 (2024: 126). Our churn rate continues to be lower than the industry average at 19% (2024: 21%) (21.7% - The IPA Agency Census 2025) and this is currently 15% at the end of July 2026.
We were again listed in the 2025 Campaign Top 100 Best Companies to Work and were placed at 86th overall (22nd in the medium employer’s category). Goodstuff are the only media agency in the UK to feature on every single list since its inception in 2019.
The Company continued to manage its working capital and held £29.1m (2024: £23.1m) in the Group cash pooling facilities at 31 December 2025.
Our average headcount for 2025 was 126 (2024: 126). Our churn rate continues to be lower than the industry average at 19% (2024: 21%) (21.7% - The IPA Agency Census 2025) and this is currently 15% at the end of July 2026.
We were again listed in the 2025 Campaign Top 100 Best Companies to Work and were placed at 86th overall (22nd in the medium employer’s category). Goodstuff are the only media agency in the UK to feature on every single list since its inception in 2019.
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GOODSTUFF HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The results for the Company are for the twelve months ended 31 December 2025:
The Directors are pleased with the overall growth of EBITDA and Operating Profit, which reflects an EBITDA margin for the year above the 25% target which is due to higher margins for products and services and strong cost control during the year.
The other key ratios we use to measure our performance are set out below and all ratios are within our target range for 2025.
The other key ratios we use to measure our performance are set out below and all ratios are within our target range for 2025.
The directors are satisfied with the performance of the Company in the year. There are currently no plans to alter the principal activities of the Company going forward.
Section 172 (1) Statement
The directors have had regard to the matters set out in section 171 (1) (a) to (f) when performing their duty under section 172 of the Companies Act 2006. A description of how the directors have performed these duties during the financial year are set out below:
Section 172 (1) Statement
The directors have had regard to the matters set out in section 171 (1) (a) to (f) when performing their duty under section 172 of the Companies Act 2006. A description of how the directors have performed these duties during the financial year are set out below:
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GOODSTUFF HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Directors consider the following to be key stakeholders; our people/employees, clients, media owners and shareholder. The approach to each of the groups mentioned above are set out above.
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GOODSTUFF HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company faces a range of market, strategy, financial, legal, operational, and human resource risks. The Company continues to focus on maximising working capital and reviews the key risks on a regular basis. Listed below are the key risks that the Company believes to be the principal risks and uncertainties faced during the period and the strategies to manage them:
Economic Risk - Adverse economic conditions, including those caused by conflicts, severe and sustained inflation, tariffs and other trade barriers, supply chain issues including resilience affecting the distribution of our clients' products and/or disruption in credit markets pose a risk that our clients may reduce, suspend or cancel marketing spend with us which directly impact our revenue where we have commission-based remuneration models based on spend levels.
Monthly forecasting means our client teams are close to our client’s businesses and are able to understand the challenges and services required to support our clients during these events. Client remuneration models have also been flexed to a more hybrid approach that is not directly linked to spending.
AI - If the Company does not keep pace with developments in technology and AI, or fails to optimise, implement and engage clients with the range of products developed by the Company’s parent company (“Stagwell Group”), this could affect the efficiency of the business and its ability to compete effectively in pitches.
The legal framework for intellectual property, particularly in relation to copyright infringement, continues to develop in the context of generative AI. Where AI is used in work produced for clients, the risk of IP infringement, including copyright infringement, must be considered by reference to the underlying data sets used to create that work.
Using AI agents across our operations, particularly where they support client-facing activity or decision-making, creates potential risks around inaccurate or unintended outputs, limited visibility over how decisions are reached, and possible misuse if systems are compromised.
If the Company does not benefit from the automation and productivity improvements available through generative AI, and AI more generally, operational costs and inefficiencies may increase, which could affect both profitability and competitiveness. Clients increasingly expect us to incorporate generative AI-enabled tools and technology into the services and deliverables we provide, and many are also able to purchase and use licences for these tools directly. If we do not make effective use of Stagwell Group’s product suite and continue to develop our commercial model, we may find it harder to meet client expectations, reducing the relevance and impact of our services and deliverables and creating opportunities for AI vendors to contract directly with our clients.
If the Company fails to keep pace with new and emerging competitors that are using AI to strengthen their market position, this could lead to a loss of market share, lower revenue and reduced profitability.
Materials generated using AI could infringe third-party intellectual property rights, giving rise to legal costs and reputational consequences for both the Company and its clients. Client dissatisfaction, damage to reputation and potential financial penalties may also arise if AI agents operate outside agreed ethical standards or applicable regulatory requirements.
We continue to monitor developments in regulation and the introduction of new laws governing AI, assessing their potential impact on our business, our work and the way we support clients. Stagwell Group has established a detailed due diligence process for reviewing third-party AI tools and platforms used within the business. This assessment considers the intended use of each tool or platform and includes security, legal and technology reviews, as well as consideration of the sources of underlying training data where relevant, to support a ‘traffic light’ approach to risk. While AI creates significant opportunities, including efficiencies and new services and offerings, we continue to assess its implications for our wider business model.
Credit risk - the Company’s credit risk is primarily attributable to its trade debtors. The Company manages this risk by ensuring contracts are in place for all clients, continued monitoring of clients to ensure compliance with agreed payment terms and by obtaining credit insurance on clients where applicable. Where credit insurance is not available clients are required to pre-pay for all activity.
Economic Risk - Adverse economic conditions, including those caused by conflicts, severe and sustained inflation, tariffs and other trade barriers, supply chain issues including resilience affecting the distribution of our clients' products and/or disruption in credit markets pose a risk that our clients may reduce, suspend or cancel marketing spend with us which directly impact our revenue where we have commission-based remuneration models based on spend levels.
Monthly forecasting means our client teams are close to our client’s businesses and are able to understand the challenges and services required to support our clients during these events. Client remuneration models have also been flexed to a more hybrid approach that is not directly linked to spending.
AI - If the Company does not keep pace with developments in technology and AI, or fails to optimise, implement and engage clients with the range of products developed by the Company’s parent company (“Stagwell Group”), this could affect the efficiency of the business and its ability to compete effectively in pitches.
The legal framework for intellectual property, particularly in relation to copyright infringement, continues to develop in the context of generative AI. Where AI is used in work produced for clients, the risk of IP infringement, including copyright infringement, must be considered by reference to the underlying data sets used to create that work.
Using AI agents across our operations, particularly where they support client-facing activity or decision-making, creates potential risks around inaccurate or unintended outputs, limited visibility over how decisions are reached, and possible misuse if systems are compromised.
If the Company does not benefit from the automation and productivity improvements available through generative AI, and AI more generally, operational costs and inefficiencies may increase, which could affect both profitability and competitiveness. Clients increasingly expect us to incorporate generative AI-enabled tools and technology into the services and deliverables we provide, and many are also able to purchase and use licences for these tools directly. If we do not make effective use of Stagwell Group’s product suite and continue to develop our commercial model, we may find it harder to meet client expectations, reducing the relevance and impact of our services and deliverables and creating opportunities for AI vendors to contract directly with our clients.
If the Company fails to keep pace with new and emerging competitors that are using AI to strengthen their market position, this could lead to a loss of market share, lower revenue and reduced profitability.
Materials generated using AI could infringe third-party intellectual property rights, giving rise to legal costs and reputational consequences for both the Company and its clients. Client dissatisfaction, damage to reputation and potential financial penalties may also arise if AI agents operate outside agreed ethical standards or applicable regulatory requirements.
We continue to monitor developments in regulation and the introduction of new laws governing AI, assessing their potential impact on our business, our work and the way we support clients. Stagwell Group has established a detailed due diligence process for reviewing third-party AI tools and platforms used within the business. This assessment considers the intended use of each tool or platform and includes security, legal and technology reviews, as well as consideration of the sources of underlying training data where relevant, to support a ‘traffic light’ approach to risk. While AI creates significant opportunities, including efficiencies and new services and offerings, we continue to assess its implications for our wider business model.
Credit risk - the Company’s credit risk is primarily attributable to its trade debtors. The Company manages this risk by ensuring contracts are in place for all clients, continued monitoring of clients to ensure compliance with agreed payment terms and by obtaining credit insurance on clients where applicable. Where credit insurance is not available clients are required to pre-pay for all activity.
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GOODSTUFF HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Highly competitive market - the Company operates in a highly competitive industry and therefore the differentiation of our services from other Network Agencies and Independent Agencies is key. The Company does this by ensuring there are dedicated client service teams in place, regular Client Satisfaction Surveys and Client Reviews are undertaken and the development of Client Action plans on the back of these to move our service forward. The Company works hard to maintain a distinctive brand and service offering that sets us apart from our competitors.
Attracting and retaining key talent - the failure to hire and retain key talent at all levels could have a significant impact on the servicing of clients. There is always a level of churn within this industry, however the Company has managed these levels back to pre-covid levels which are less than half the industry average. The Company looks to recruit people who not only have the right experience but will also live by our core values. High importance is placed on people engagement through our people satisfaction surveys that are run quarterly. The results of these surveys shape our People Strategy and help to ensure the Company is a great and happy place to work.
Liquidity risk - maintaining a sound financial position to support the future growth of the Company and new investment opportunities. The Company monitors its working capital closely and looks to maximise the level of cash within the Group cash pooling facilities at any point in time. Clear KPIs are set for the business around billing, overdue debtors, and media queries and these are monitored regularly. Stagwell Group also have quarterly targets and networking capital performance is reviewed by Stagwell Group on monthly calls with CFOs.
Attracting and retaining key talent - the failure to hire and retain key talent at all levels could have a significant impact on the servicing of clients. There is always a level of churn within this industry, however the Company has managed these levels back to pre-covid levels which are less than half the industry average. The Company looks to recruit people who not only have the right experience but will also live by our core values. High importance is placed on people engagement through our people satisfaction surveys that are run quarterly. The results of these surveys shape our People Strategy and help to ensure the Company is a great and happy place to work.
Liquidity risk - maintaining a sound financial position to support the future growth of the Company and new investment opportunities. The Company monitors its working capital closely and looks to maximise the level of cash within the Group cash pooling facilities at any point in time. Clear KPIs are set for the business around billing, overdue debtors, and media queries and these are monitored regularly. Stagwell Group also have quarterly targets and networking capital performance is reviewed by Stagwell Group on monthly calls with CFOs.
The directors continue to focus on achieving the strategic targets of the Company, including new business and organic client growth, further development and expansion of data, measurement and strategy products that will provide enhanced services to our clients.
The Company continues to manage costs closely against a number of KPIs and ensures that costs are incurred in line with revenue or are income generative. Working capital and liquidity continue to receive close monitoring to ensure that they are maximized throughout the year.
The Company continues to manage costs closely against a number of KPIs and ensures that costs are incurred in line with revenue or are income generative. Working capital and liquidity continue to receive close monitoring to ensure that they are maximized throughout the year.
This report was approved by the board and signed on its behalf.
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GOODSTUFF HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The profit for the year, after taxation, amounted to £4,271,557 (2024 - £3,622,282).
A dividend of £1,893,774 (2024 - £nil) was declared and paid in the financial year.
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.
This report was approved by the board and signed on its behalf.
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GOODSTUFF HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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GOODSTUFF HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOODSTUFF HOLDINGS LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2025
We have audited the financial statements of Goodstuff Holdings Limited (the 'company') for the year ended 31 December 2025, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In 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.
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GOODSTUFF HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOODSTUFF HOLDINGS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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GOODSTUFF HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOODSTUFF HOLDINGS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the media sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, and employment legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HM Revenue and Customs and relevant regulators.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
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GOODSTUFF HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOODSTUFF HOLDINGS LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
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GOODSTUFF HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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GOODSTUFF HOLDINGS LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 33 form part of these financial statements.
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GOODSTUFF HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Goodstuff Holdings Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office and principal place of business is 3rd Floor, Blue Fin Building, 110 Southwark Street, London, England, SE1 0SU.
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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23.
This information is included in the consolidated financial statements of Forward 3D Group Limited as at 31 December 2025 and these financial statements may be obtained from Companies House.
After making enquiries, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
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GOODSTUFF HOLDINGS LIMITED
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 associated with the transaction will flow to the Company and the amount of revenue can be measured reliably.
The Company derives revenue principally from commissions and fees earned under customer contracts. Revenue is recognised in the accounting period in which the related services are provided.
Where services are provided over a period of time, revenue is recognised by reference to the stage of completion of the contract at the reporting date, provided that the outcome of the arrangement can be measured reliably. The method used to determine the stage of completion is selected based on the nature of the services being delivered and may include the proportion of costs incurred to total expected costs, achievement of contractual milestones, time elapsed, or other measures that best reflect the services provided to date.
For retainer agreements, where the Company stands ready to provide an ongoing level of service throughout the contractual term, revenue is recognised on a straight-line basis over the period of the contract as this best reflects the pattern in which services are delivered to the customer.
Certain contracts require the Company to engage third-party suppliers, including media owners, production providers and other specialist service providers, in order to deliver services to customers. Management considers whether the Company acts as principal or agent in such arrangements.
Where the Company acts as an agent, its responsibility is to arrange for the provision of specified goods or services by a third party and the Company does not obtain control of those goods or services before they are transferred to the customer. In these circumstances, revenue comprises only the commission or fee earned by the Company and is recognised net of amounts payable to third-party suppliers.
Where the Company acts as principal, the Company controls the specified goods or services before they are transferred to the customer and is primarily responsible for fulfilling the contractual obligation. In these circumstances, revenue is recognised at the gross amount receivable from the customer, with the related supplier costs recognised within operating expenses.
Costs incurred in obtaining contracts are recognised as an expense as incurred, reflecting the generally short-term nature of the Company's customer arrangements.
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. Software costs are amortised on a straight line basis over the useful life of 3 years.
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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.
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic 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 company after the deduction of all its liabilities.
Basic financial liabilities, which include trade, other creditors and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 24
GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Analysis of turnover by country of destination:
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
11.Taxation (continued)
There were no factors that may affect future tax charges.
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GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Page 30
GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Page 31
GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Other reserves
Other reserves have arisen from the share-based payment charge. The parent company has granted share options to employees of the Company. The fair value of these share-based payments, amounting to £36,799 (2024: £160,985), has been recognised as a capital contribution from the ultimate parent company. A corresponding expense has been recorded in the subsidiary's profit and loss account under employee costs.
Profit and loss account
The profit and loss account includes all current and prior period retained profits and losses.
Page 32
GOODSTUFF HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company operates a defined contributions pension scheme. The assets of the scheme are held
separately from those of the company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the fund and amounted £306,952 (2024: £293,929).
Contributions totalling £60,637 (2024: £94,702) were payable to the fund at the balance sheet date and
are included in creditors.
separately from those of the company in an independently administered fund. The pension cost charge
represents contributions payable by the company to the fund and amounted £306,952 (2024: £293,929).
Contributions totalling £60,637 (2024: £94,702) were payable to the fund at the balance sheet date and
are included in creditors.
The immediate parent undertaking is Forward 3D Group Limited.
The parent undertaking of the smallest group of undertakings for which group financial statements are drawn up and of which the company is a member is Forward 3D Group Limited, whose registered office is at 3rd Floor, Blue Fin Building, 110 Southwark Street, London, SE1 0SU. Copies of these group financial statements are available to the public from Companies House.
The ultimate parent company is ForwardPMX Group LLC, a company incorporated in the United States of America.
In the opinion of the directors the ultimate controlling party is Stagwell Inc.
Page 33