Registration number:
Freeda UK Limited
for the Year Ended 31 December 2023
Pages for Filing with Registrar
Freeda UK Limited
(Registration number: 12000852)
Balance Sheet as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
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Tangible assets |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
100 |
100 |
|
Capital redemption reserve |
13,819,994 |
11,250,447 |
|
Other reserves |
54 |
- |
|
Profit and loss account |
(13,792,846) |
(11,169,005) |
|
Shareholders' funds |
27,302 |
81,542 |
These financial statements have been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.
These financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the directors have not delivered to the registrar a copy of the Profit and Loss Account.
Approved and authorised by the
......................................... |
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
General information |
The Company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Principal activity
The principal activity of the Company is the ceation of digital content for publication via Freeda UK social media channels. This includes both editorial and sponsored content created in partnership with other companies and brands.
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Going concern
The company is dependent on the support of its parent company to continue as a going concern. Confirmation of this support has been provided and the directors consider it appropriate to prepare the accounts on a going concern basis.
Should the support not continue, adjustments would have to be made to reduce the value of assets to their recoverable amount, to provide for any further liabilities that may arise and to reclassify fixed assets as current and long term liabilities as current liabilities.
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Turnover recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the Company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.
The Company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the Company's activities.
Contract revenue recognition
Profit on long-term contracts is taken as the work is carried out if the final outcome can be assessed with reasonable certainty. The profit included is calculated on a prudent basis to reflect the proportion of the work carried out at the year end, by recording turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs incurred to date bear to total expected costs for that contract. Revenues derived from variations on contracts are recognised only when they have been accepted by the customer. Full provision is made for losses on all contracts in the year in which they are first foreseen.
Government grants
Grants relating to revenue are recognised in income on a systematic basis over the periods in which the entity recognises the related costs for which the grant is intended to compensate. A grant that becomes receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the entity with no future related costs shall be recognised in income in the period in which it becomes receivable.
Foreign currency transactions and balances
Intangible assets
Intangible assets are stated at cost less accumulated amortisation and accumulated impairment losses. Such cost includes costs directly attributable to making the asset capable of operating as intended. The carrying values of intangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
Asset class |
Amortisation method and rate |
Software and licenses |
3 years straight line |
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Tangible assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Leasehold property |
5 years straight line |
Fixtures and fittings |
5 years straight line |
IT servers |
5 years straight line |
Computer and production equipment |
3 years straight line |
Financial instruments
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 profit or loss.
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Debtors
Basic financial assets, including trade and other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment,
Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Creditors
Basic financial liabilities, including trade and other creditors, loans from third parties and loans from related parties, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Provisions
Provisions are recognised when the Company has an obligation at the reporting date as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the Company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Share based payments
The Group operates an equity-settled, share-based compensation plan, under which the Company receives services from employees as consideration for equity instruments (options) of the parent company. The fair value of the employee services received is measured by reference to the estimated fair value of the options at the grant date and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The total amount expensed is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.
Significant judgements and estimation uncertainty |
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the Director's opinion the dilapidation provision is the only significant judgement and key source of estimation uncertainty. The carrying value of the dilapidation provision at 31 December 2023 is £100,000 (2022: £100,000).
Audit report |
Staff numbers |
The average number of persons employed by the Company (including directors) during the year, was
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Intangible assets |
Software and licenses |
Total |
|
Cost or valuation |
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At 1 January 2023 |
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At 31 December 2023 |
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Amortisation |
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At 1 January 2023 |
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At 31 December 2023 |
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|
Carrying amount |
||
At 31 December 2023 |
- |
- |
Tangible assets |
Leasehold property |
Furniture, fittings and equipment |
Total |
|
Cost or valuation |
|||
At 1 January 2023 |
|
|
|
Additions |
- |
|
|
At 31 December 2023 |
|
|
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Depreciation |
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At 1 January 2023 |
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|
|
Charge for the year |
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At 31 December 2023 |
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Carrying amount |
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At 31 December 2023 |
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At 31 December 2022 |
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Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Debtors |
2023 |
2022 |
|
Trade debtors |
|
|
Amounts owed by group undertakings |
|
|
Prepayments |
|
|
Other debtors |
|
|
|
|
|
Less non-current portion |
( |
( |
|
|
Details of non-current trade and other debtors
£269,411 (2022 -£269,411) of Rent deposit on leasehold property is classified as non current.
Creditors |
Creditors: amounts falling due within one year
Note |
2023 |
2022 |
|
Bank overdrafts and other borrowings |
|
|
|
Trade creditors |
|
|
|
Taxation and social security |
|
|
|
Other creditors |
|
|
|
|
|
Creditors: amounts falling due after more than one year
2023 |
2022 |
|
Rent free period accrual |
16,036 |
78,473 |
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Loans and borrowings |
2023 |
2022 |
|
Current loans and borrowings |
||
Bank overdrafts |
|
|
Invoice discounting |
|
- |
|
|
Share capital and share premium |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
100 |
|
100 |
Capital Redemption Reserve
During the year, the parent undertaking, AG Digital Media SpA, converted loans made to the Company to equity, reducing the amount due to the parent company by Freeda UK Limited. The total loan value converted during the year was £2,569,547 (2022: £2,637,496).
Provisions |
Included in provisions is a dilapidation provision in relation to the lease of the Company offices at Stylus Building, 116 Old Street, London, EC1V 9BG. It represents the Company's liability for returning the premises to the condition required by the lease agreement. The provision is expected to be fully released by 2025.
2023 |
2022 |
|
Dilapidation provision |
|
|
Dividends |
There were no dividends paid or proposed in either the current year or the previous year.
Freeda UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share-based payments |
AG Digital Media SpA, the parent company of Freeda UK Limited, operates an Equity Incentive Plan for employees of the group.
Fair value of the options is measured at the grant date utilising the Black Scholes model. The options vest over a 4 year period conditional upon continued employment and have an expiry date of 31 December 2030.
Operating leases |
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
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