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Company registration number: 14035576







FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023


ADLOOK LIMITED






































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ADLOOK LIMITED
 


 
COMPANY INFORMATION


Directors
D Gwozdz  
E P Westhead 




Registered number
14035576



Registered office
85 Great Portland Street

London

W1W 7LT




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


ADLOOK LIMITED
 



CONTENTS



Page
Statement of financial position
1
Notes to the financial statements
2 - 7


 


ADLOOK LIMITED
REGISTERED NUMBER:14035576



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 4 
8,978
1,271

Investments
 5 
7,790,378
1,518,487

  
7,799,356
1,519,758

Current assets
  

Debtors: amounts falling due within one year
 6 
2,588,978
1,637,574

Cash at bank and in hand
  
277,879
30,651

  
2,866,857
1,668,225

Creditors: amounts falling due within one year
 7 
(2,986,974)
(1,543,877)

Net current (liabilities)/assets
  
 
 
(120,117)
 
 
124,348

Total assets less current liabilities
  
7,679,239
1,644,106

Provisions for liabilities
  

Deferred tax
  
(241)
(241)

  
 
 
(241)
 
 
(241)

Net assets
  
7,678,998
1,643,865


Capital and reserves
  

Called up share capital 
  
11,000,000
3,000,000

Profit and loss account
  
(3,321,002)
(1,356,135)

  
7,678,998
1,643,865


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the income statement in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




D Gwozdz
Director

Date: 29 July 2024

The notes on pages 2 to 7 form part of these financial statements.

Page 1

 


ADLOOK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

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

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are presented in Sterling Pounds, which is the functional currency of the company.

The following principal accounting policies have been applied:

  
2.2

Revenue

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts and value added tax.
The entity provides branding campaigns to customers through its proprietary technology.
Pure Branding services: video campaigns that allow increasing visibility of brands, using first-party and behavioural data to understand people as individuals and reach out to them with dynamic display ads and video content at the right time and place online. Hyper-personalized display materials carry the exact message that a brand wants to convey, while dynamic content optimization (DCO) allows showing inspiring videos that capture and sustain attention.
Pure branding has variable pricing models, however the Group mainly uses CPM (Cost Per Mile) and CPCV (cost per completed view). The Group settles the campaigns (both display and video) mostly in the CPM payment model, thus recognising revenue per 1000 impressions displayed, and this doesn't have additional conditions related to the users’ behaviour (like in CPC model, where the revenue recognition is subject to the user’s click). The second payment model that can be used only for video campaigns is the CPCV, where revenue is recognised per each completed view of a video ad, that we are contractually obliged to maintain.

  
2.3

Going concern

The company has incurred a loss of £1,964,867 in the year however, the company is able to meet its operational costs and liabilities through the utilisation of its cash resources and the continued support from its parent company.
After the balance sheet date, the company increased its share capital from £11m to £16m by issuing shares to the parent company. The additional resources will be readily available to support the operations of the company and its subsidiaries.
The directors are not aware of any likely events, conditions or business risks beyond this period that may cast significant doubt on the company's ability to continue as a going concern. Accordingly, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and so continue to prepare these financial statements on the going concern basis.

 
2.4

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 2

 


ADLOOK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.4
Tangible fixed assets (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:

Computer equipment
-
20%
On cost

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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Financial instruments

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and third parties and loans to
related parties.

  
2.7

Foreign currencies

Assets and liabilities in foreign currencies are translated to sterling ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of
transaction. Exchange differences are taken into account in arriving at the operating result.

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 3

 


ADLOOK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Hire purchase and leasing commitments

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

  
2.10

Pension costs and other post-retirement benefits

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

 
2.11

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.


3.


Employees

The average monthly number of employees, including directors, during the year was 6 (2022 - 3).


4.


Tangible fixed assets





Office equipment

£



Cost or valuation


At 1 January 2023
1,589


Additions
10,030



At 31 December 2023

11,619



Depreciation


At 1 January 2023
318


Charge for the year on owned assets
2,323



At 31 December 2023

2,641



Net book value



At 31 December 2023
8,978



At 31 December 2022
1,271

Page 4

 


ADLOOK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
1,518,487


Additions
6,390,729


Disposals
(118,838)



At 31 December 2023
7,790,378





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Nature of business

Class of shares

Holding

Adlook USA Inc.
641 Lexington Avenue, 14th Floor, New York, NY 10022, USA
Digital advertising campaign services
Ordinary
100%
Adlook France SAS
112 Avenue Kleber, 75116 Paris, France
Digital advertising campaign services
Ordinary
100%
Adlook Services Sp. z.o.o.
ul. Zlota 61/101, 00-819 Warszawa, Poland
Shared service centre
Ordinary
100%
Adlook Poland Sp. z.o.o.
ul. Zlota 61/101, 00-819 Warszawa, Poland
Digital advertising campaign services
Ordinary
100%
Adlook Italy SRL
Milan (MI) Piazza Vetra 17 Cap 20123 C/O Spaces Piazza Vetra
Digital advertising campaign services
Ordinary
100%


6.


Debtors

As restated
2023
2022
£
£


Trade debtors
515,555
7,855

Other debtors
12,590
29,719

Called up share capital not paid
2,000,000
1,600,000

Prepayments and accrued income
60,833
-

2,588,978
1,637,574


The prior year other debtors have been restated from £1,629,719 to £29,719 and the prior year called up share capital not paid has been restated from £Nil to £1,600,000 after a reclassification of £1,600,000.

Page 5

 


ADLOOK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Creditors: Amounts falling due within one year

As restated
2023
2022
£
£

Bank overdrafts
539
-

Trade creditors
27,531
51,132

Amounts owed to group undertakings
2,729,793
1,348,115

Other taxation and social security
62,045
40,223

Other creditors
-
8,563

Accruals and deferred income
167,066
95,844

2,986,974
1,543,877


The prior year amounts owed to group undertakings have been restated from £810,786 to £1,348,115 after a reclassification of £537,329. The prior year other creditors have been restated from £641,734 to £8,563 after a reclassification of £633,171. The prior year accruals and deferred income have been restated from £Nil to £95,844 after a reclassification of £95,844.


8.


Share capital

2023
2022
£
£
Allotted and called up



11,000,000 (2022 - 3,000,000) Ordinary shares of £1.00 each
11,000,000
3,000,000


At the year end, the company had unpaid share capital of £2,000,000 (2022: £1,600,000)


9.


Post balance sheet events

On 25 January 2024, Adlook Limited, acquired 100% of shares in Adlook Spain S.L., an organization with a share capital of €50K (£43K).
On 20 February 2024, the company increased its share capital from £11M to £16M, by issuing additional shares to its sole shareholder. 
On 7 March 2024, Adlook Limited, acquired newly created shares in Adlook Poland Sp. z o. o. in the amount of PLN 750K (£148K). 
On 15 March 2024, Adlook Limited, acquired 100% of shares in Adlook GmbH, an organization with a share capital of €50K (£43K).
On 4 April 2024, Adlook Limited, acquired newly created shares in Adlook Italy SRL in the amount of €350K (£300K). 
On 24 April 2024, Adlook Limited, acquired newly created shares in Adlook USA Inc. in the amount of $2.1M (£1.68M). 
On 10 June 2024, Adlook Limited, acquired newly created shares in Adlook France SAS in the amount of €1.5M (£1.28M). 

Page 6

 


ADLOOK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Controlling party

The immediate parent is RTB Marketing & Tech Services Limited, a company incorporated in Cyprus. The address of their registered office is Kyriakou Matsi 18, 2nd Floor, 2408 Egkomi, Cyprus.
The ultimate parent and smallest group for which consolidated financial statements are drawn up is RTB House S.A., a company incorporated in Poland. The address of their registered office is Zlota Street 61/101, Warszawa 00-819, Poland.


11.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 29 July 2024 by Sophie Said FCA (Senior statutory auditor) on behalf of Menzies LLP.

 
Page 7