Registration number:
Adwanted UK Limited
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Brebners
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Adwanted UK Limited
Contents
Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Income Statement |
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Statement of Financial Position |
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Statement of Changes in Equity |
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Notes to the Financial Statements |
Adwanted UK Limited
Company Information
Directors |
R N Al-Khatib E P E Debuyck A C Coste |
Registered office |
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Auditor |
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Adwanted UK Limited
Strategic Report for the Year Ended 31 December 2023
The directors present their strategic report for the year ended 31 December 2023.
Principal activity
The principal activity of the company is that of an intermediary holding company.
Fair review of the business
The directors are satisfied with the performance of the company for the year which is in line with management's expectation.
The company's key financial and other performance indicators during the year were as follows:
Financial KPIs |
Unit |
2023 |
2022 |
Profit/(loss) before tax |
£ |
568,918 |
(468,398) |
Investments |
£ |
9,539,649 |
9,439,087 |
In a company this size the directors consider there are collectively numerous non-financial performance iindicators but no individual indicator is more important than any other.
Financial Instruments
Price risk, credit risk, liquidity risk and cash flow risk
Liquidity, credit, price and cash flow risks are managed by the directors on a constant basis to ensure the company maintains adequate cash flows to serve its working capital requirements.
The company has a normal level of exposure to price, credit, liquidity and cash flow risks arising from its trading subsidiaries which are largely conducted in sterling.
Credit risk is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. The group's policies are aimed at minimising such losses by authorisation of credit terms to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures.
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. The group aims to mitigate liquidity risk by managing cash generation by its operations and ensuring regular monitoring of amounts outstanding for both time and credit limits in trade debtors.
Cash flow risk is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability such as future interest payments on a variable rate debt. The group manages this risk, where significant, and does not maintain any derivatives or complex financial instruments as explained above.
The company uses basic financial instruments and had no hedging arrangements at 31 December 2023.
Adwanted UK Limited
Strategic Report for the Year Ended 31 December 2023
Principal risks and uncertainties
The company is an intermediary holding company for the UK subsidiaries of Adwanted Group SAS. The management of the business are subject to a number of risks, which are reviewed by the board and appropriate procedures put in place to monitor and mitigate.
The principal risks and uncertainties of the company are the performance of its subsidiaries and receipt of future dividends to service the debt provided by the ultimate parent undertaking, Adwanted Group SAS, used to acquire those subsidiaries. The company is reliant upon the continued support of Adwanted Group and the continued profitable performance of its subsidiaries.
The objective of the company in managing risks is to ensure that it can meet its financial obligations as and when they fall due. The company expects to meet its financial obligations through operating cash flows. In the event that the operating cash flows would not cover all the financial obligations the group operates a cash pooling system to ensure the necessary liquidity is available throughout the group.
Future developments
The principal activity and performance of the company and group is expected to remain consistent for the foreseeable future.
Approved by the
.........................................
Director
Adwanted UK Limited
Directors' Report for the Year Ended 31 December 2023
The directors present their report and the financial statements for the year ended 31 December 2023.
Directors of the company
The directors who held office during the year were as follows:
Information included in the Strategic Report
The company has chosen in accordance with s.414C(11) Companies Act 2006 to set out in the company's Strategic Report information required by Schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 to be contained in the Directors' Report. It has done so in respect of future developments and financial instruments.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Approved by the Board of directors on
.........................................
A C Coste
Director
Adwanted UK Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities for preparing the Annual 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 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 apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
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.
Adwanted UK Limited
Independent Auditor's Report to the Members of Adwanted UK Limited
for the Year Ended 31 December 2023
Opinion
We have audited the financial statements of Adwanted UK Limited (the 'company') for the year ended 31 December 2023, which comprise the Income Statement, Statement of Financial Position, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
• | give a true and fair view of the state of the company's affairs as at 31 December 2023 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 Auditor’s 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 director's 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 original financial statements were 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 included in the annual report, other than the financial statements and our auditor’s report 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Adwanted UK Limited
Independent Auditor's Report to the Members of Adwanted UK Limited
for the Year Ended 31 December 2023
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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Directors' Report.
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 5), 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 is 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.
Auditor’s 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 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.
Adwanted UK Limited
Independent Auditor's Report to the Members of Adwanted UK Limited
for the Year Ended 31 December 2023
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 the industry in which it operates, we determined that the principal risks of non-compliance with laws and regulations related to the reporting framework (FRS 102 and the Companies Act 2006) and UK corporate taxation laws and data protection legislation. These risks were communicated to our audit team and we remained alert to any indications of non-compliance throughout our audit.
We understood how the company is complying with relevant legislation by making enquiries of management. We also considered the results of our audit procedures and to what extent these corroborate this understanding and assessed the susceptibility of the company’s financial statements to material misstatement. This included consideration of how fraud might occur and evaluation of management’s incentives and opportunities for fraudulent manipulation of the financial statements.
We designed our audit procedures to identify any non-compliance with laws and regulations. Such procedures included, but were not limited to, inspection of any regulatory or legal correspondence; challenging assumptions and judgements made by management; identifying and testing journal entries with a focus on large or unusual transactions as determined based on our understanding of the business; and identifying and assessing the effectiveness of controls in place to prevent and detect fraud.
Owing to the inherent limitations of an audit, there remains a risk that a material misstatement may not have been detected, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance with laws and regulations and cannot be expected to detect all instances of non-compliance.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
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.
The primary responsibility for the detection and prevention of fraud rests with those responsible for governance and management. The further removed non-compliance with laws and regulations is from the events reflected in the financial statements, the less likely the auditor will become aware of it.
The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission, misrepresentation or forgery.
Adwanted UK Limited
Independent Auditor's Report to the Members of Adwanted UK Limited
for the Year Ended 31 December 2023
Use of our report
This report is made solely to the company’s members, as a body, in accordance with the Companies (Revision of Defective Accounts and Reports) Regulation 2008. 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
130 Shaftesbury Avenue
W1D 5AR
Adwanted UK Limited
Income Statement for the Year Ended 31 December 2023
Note |
2023 |
2022 |
|
Turnover |
- |
- |
|
Gross profit/(loss) |
- |
- |
|
Administrative expenses |
( |
( |
|
Operating loss |
(17,550) |
(43,395) |
|
Income from shares in group undertakings |
|
- |
|
Interest payable and similar expenses |
( |
( |
|
627,646 |
(425,003) |
||
Profit/(loss) before tax |
|
( |
|
Tax on profit/(loss) |
( |
|
|
Profit/(loss) for the financial year |
|
( |
The above results were derived from continuing operations.
The company has no recognised gains or losses for the year other than the results above.
Adwanted UK Limited
Statement of Financial Position as at 31 December 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
- |
|
|
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
3,162,750 |
3,162,750 |
|
Retained earnings |
262,109 |
(306,809) |
|
Shareholders' funds |
3,424,859 |
2,855,941 |
Approved and authorised by the
......................................................................
A C Coste
Director
Company registration number: 12622793
Adwanted UK Limited
Statement of Changes in Equity for the Year Ended 31 December 2023
Share capital |
Retained earnings |
Total |
|
At 1 January 2023 |
|
( |
|
Profit for the year |
- |
|
|
At 31 December 2023 |
|
|
|
Share capital |
Retained earnings |
Total |
|
At 1 January 2022 |
|
|
|
Loss for the year |
- |
( |
( |
New share capital subscribed |
|
- |
|
At 31 December 2022 |
3,162,750 |
(306,809) |
2,855,941 |
Adwanted 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:
United Kingdom
The principal activity of the company is that of an intermediary holding company.
Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except any items disclosed in the accounting policies as being shown at fair value and are presented in sterling, which is the functional currency of the entity.
Group accounts not prepared
The financial statements contain information about Adwanted UK Limited as an individual company and do not contain consolidated financial information as the parent of a group
Going concern
The company made a profit for the year ended 31 December 2023 and had net assets at that date of £3,424,859.
The directors have considered the potential effect of the current economic situation and director's current view is that the impact will be manageable. The company's affairs are simplistic with expenses controllable. The company remains dependent upon the continued support of other group undertakings who have agreed an unsecured loan of £4,675,000 repayable by instalments, plus unpaid interest of £13,938, and other intergroup borrowings of £1,399,871 as at 31 December 2023. The parent undertaking has confirmed that the group will continue to provide this support for the foreseeable future and not to call for repayment of the amount due until such time as the company has sufficient working capital.
On the basis of the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing the financial statements.
Adwanted UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. Key assumptions and other estimation uncertainty may have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year..
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises deferred tax. Tax is recognised in profit or loss, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Summary of disclosure exemptions
The entity satisfies the criteria of being a qualified entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Adwanted Group SAS. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) No cash flow statement has been presented for the company.
(b) Disclosures in respect of financial instruments have not been presented.
(c) No disclosure has been given for the aggregate remuneration of key management personnel. .
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Adwanted UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
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 income statement 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.
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.
Operating loss |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Foreign exchange losses |
- |
|
Interest payable and similar expenses |
2023 |
2022 |
|
Interest expense on other finance liabilities |
|
|
Staff numbers |
The average number of persons employed by the company during the year, was
Auditor's remuneration |
2023 |
2022 |
|
Audit of the financial statements |
|
|
Other fees to auditors |
||
Taxation compliance services |
|
|
All other assurance services |
|
|
|
|
Adwanted UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Taxation |
Tax charged/(credited) in the income statement
2023 |
2022 |
|
Current taxation |
||
- |
- |
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
( |
Tax expense/(receipt) in the income statement |
|
( |
At 31 December 2023 the company had available tax losses to carry forward of £Nil (2022: £164,712). A deferred tax asset of £Nil (2022: £41,178) has been recognised in relation to these losses. All tax losses of the company were group relieved to subsidiary undertakings.
Investments |
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 January 2023 |
|
Additions |
|
At 31 December 2023 |
|
Carrying amount |
|
At 31 December 2023 |
|
At 31 December 2022 |
|
Adwanted UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
||
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
130 Shaftesbury Avenue, London, W1D 5EU England and Wales |
Ordinary £1 Deferred £0.01 |
|
|
|
130 Shaftesbury Avenue, London, W1D 5EU England and Wales |
Ordinary £0.001 |
|
|
|
130 Shaftesbury Avenue, London, W1D 5EU England and Wales |
Ordinary £1 |
|
|
|
Burleigh House, 357 Strand, London, WC2R 0HS England and Wales |
Ordinary £1 |
|
|
|
114 St. Martin's Lane, Covent Garden, London, United Kingdom, WC2N 4BE England and Wales |
Ordinary £1 |
|
|
*Denotes companies that are indirect subsidiaries.
The company is not required to disclose the aggregate capital and reserves, and the profit and loss account under the Companies Act 2006 for the principal subsidiary undertakings as it is exempt by virtue of Section 401 of the Companies Act 2006 from preparing group accounts as it is part of a larger group preparing consolidated accounts. The information in the financial statements are for the company only.
Adwanted UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Subsidiary undertakings |
Mediatel Limited The principal activity of Mediatel Limited is |
Mediatel Audiotrack Limited* The principal activity of Mediatel Audiotrack Limited* is |
Mediatel Events Limited* The principal activity of Mediatel Events Limited* is |
Glug Global Holdings Limited* The principal activity of Glug Global Holdings Limited* is |
Glug Global Limited* The principal activity of Glug Global Limited* is |
Debtors |
Note |
2023 |
2022 |
|
Deferred tax assets |
- |
|
|
- |
|
Creditors |
Note |
2023 |
2022 |
|
Due within one year |
|||
Amounts due to related parties |
|
|
|
Other payables |
|
- |
|
Accruals |
|
|
|
|
|
||
Due after one year |
|||
Loans and borrowings |
|
|
Other borrowings comprises an agreed unsecured loan with the company's parent undertaking. This loan is repayable by instalments and interest is charged at 8% per annum. Of this loan, a capital element of £1,875,000
(2022: £2,800,000) is repayable after 5 years.
Adwanted UK Limited
Notes to the Financial Statements for the Year Ended 31 December 2023
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
3,162,750 |
|
3,162,750 |
Parent and ultimate parent undertaking |
The company's immediate parent is Adwanted Group SAS, incorporated in France.
The ultimate parent is Debuyck Participations SARL, incorporated in France.
Adwanted Group SAS, whose registered office is situated at 40 place du Théâtre - 59800 Lille, France, is the parent of the largest and smallest group preparing consolidated financial statements incorporating the results of
the company.