Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31false2023-01-01falseOther information technology service activities1629falsefalse 03851534 2023-01-01 2023-12-31 03851534 2022-01-01 2022-12-31 03851534 2023-12-31 03851534 2022-12-31 03851534 5 2023-01-01 2023-12-31 03851534 5 2022-01-01 2022-12-31 03851534 d:CompanySecretary1 2023-01-01 2023-12-31 03851534 d:Director1 2023-01-01 2023-12-31 03851534 d:Director2 2023-01-01 2023-12-31 03851534 d:Director2 2023-12-31 03851534 d:Director3 2023-01-01 2023-12-31 03851534 d:Director3 2023-12-31 03851534 d:Director4 2023-01-01 2023-12-31 03851534 d:Director4 2023-12-31 03851534 d:RegisteredOffice 2023-01-01 2023-12-31 03851534 e:FurnitureFittings 2023-01-01 2023-12-31 03851534 e:FurnitureFittings 2023-12-31 03851534 e:FurnitureFittings 2022-12-31 03851534 e:FurnitureFittings e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 03851534 e:OfficeEquipment 2023-01-01 2023-12-31 03851534 e:OfficeEquipment 2023-12-31 03851534 e:OfficeEquipment 2022-12-31 03851534 e:OfficeEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 03851534 e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 03851534 e:CurrentFinancialInstruments 2023-12-31 03851534 e:CurrentFinancialInstruments 2022-12-31 03851534 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 03851534 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 03851534 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 03851534 e:ReportableOperatingSegment1 2022-01-01 2022-12-31 03851534 e:ReportableOperatingSegment2 2023-01-01 2023-12-31 03851534 e:ReportableOperatingSegment2 2022-01-01 2022-12-31 03851534 e:ReportableOperatingSegment3 2023-01-01 2023-12-31 03851534 e:ReportableOperatingSegment3 2022-01-01 2022-12-31 03851534 e:ReportableOperatingSegment5 2023-01-01 2023-12-31 03851534 e:ReportableOperatingSegment5 2022-01-01 2022-12-31 03851534 e:ShareCapital 2023-12-31 03851534 e:ShareCapital 2022-12-31 03851534 e:SharePremium 2023-01-01 2023-12-31 03851534 e:SharePremium 2023-12-31 03851534 e:SharePremium 2022-12-31 03851534 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 03851534 e:RetainedEarningsAccumulatedLosses 2023-12-31 03851534 e:RetainedEarningsAccumulatedLosses 2022-12-31 03851534 d:OrdinaryShareClass1 2023-01-01 2023-12-31 03851534 d:OrdinaryShareClass1 2023-12-31 03851534 d:OrdinaryShareClass1 2022-12-31 03851534 d:FRS102 2023-01-01 2023-12-31 03851534 d:Audited 2023-01-01 2023-12-31 03851534 d:FullAccounts 2023-01-01 2023-12-31 03851534 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 03851534 2 2023-01-01 2023-12-31 03851534 5 2023-01-01 2023-12-31 03851534 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03851534









RED VENTURES INTERACTIVE LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
RED VENTURES INTERACTIVE LIMITED
 

CONTENTS



Page
Company Information
 
1
Strategic Report
 
2 - 3
Directors' Report
 
4 - 6
Independent Auditors' Report
 
7 - 10
Statement of Comprehensive Income
 
11
Statement of Financial Position
 
12
Notes to the Financial Statements
 
13 - 29

 
RED VENTURES INTERACTIVE LIMITED
 
 
COMPANY INFORMATION


Directors
R L Elias 
T S Syed (appointed 28 April 2023, resigned 1 September 2023)
B N Braun (appointed 1 September 2023)
P M McCann (resigned 28 April 2023)




Company secretary
Mitre Secretaries Limited (resigned 31 May 2024)



Registered number
03851534



Registered office
Cannon Place
78 Cannon Street

London

EC4N 6AF




Independent auditors
Alexander Knight & Co Limited
Chartered Accountants & Statutory Auditor

Westgate House

44 Hale Road

Hale

Altrincham

Cheshire

WA14 2EX




Page 1

 
RED VENTURES INTERACTIVE LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31ST DECEMBER 2023

Principal activities
 
Red Ventures Interactive is a part of the global CNET Media Group division of Red Ventures a private American media company, which owns and operates numerous brands whose focus is on sites that dispense news, advice, and reviews.
Red Ventures Interactive together with its counterparts in other worldwide territories connects with people, community, and places to deliver premium content and support on what matters most. Spanning the entertainment, gaming and business sectors, delivery of premium and original content across market-leading brands including CNET, Gamespot and ZDNet. At the heart of these brands is discovery - consumers are empowered by the content Red Ventures Interactive creates to make more informed purchase decisions.

Business review
 
EBITDA gains in 2023 were driven through cost efficiency as total revenue for the business declined by 18.7% YoY. The bulk of this decline was seen through media ad sales dropping by 27% while affiliate commerce revenue declined by 9%.  This drop in revenue was more than offset by significant and intentional cost savings measures taken by Red Ventures which resulted in a 26% decline in operating expenses, mainly driven through staffing cuts which were the most significant in the internal content creation division of the company which in turn, helped to contribute to the decline in revenue as traffic declined as a result.  
Red Ventures continually evaluates performance, identifying the need for strategic change across the organisation and 2023 was no different.  Driven by a challenging macro environment and declining revenue forecasts, Red Ventures made the strategic decision to materially lower operating expenses in 2023 by 26%, headlined by a 34% reduction in people related costs.  These changes to staffing took place primarily at the end of Q1 and start of Q2 in 2023.  These reductions in staff lead to a material decline in content production in areas consider tangential to CNET and ZDNET’s core areas of expertise which did further suppressed revenue performance on the ad sales side of the business.  

Future Outlook
 
While 2023 was a year focused on cost reduction, 2024 has been a year where focus has shifted into strategic areas of reinvestment.  While the business will not be reversing cuts made to operating expenses in 2023, investments have been made in order to achieve growth in content production in areas related to the businesses core areas of strength, primarily in the technology sector.  The business has also made investments in re investing in the ad sales business by finding a less intrusive way to scale advertising opportunities throughout targeted pieces of content.
On August 5th, 2024, Red Ventures reached an agreement to sell CNET and ZDNET, which includes the Company, to Ziff Davis, a global digital media company based in New York.  That sale is tentatively scheduled to close in early September.

Principal risks and uncertainties
 
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the group, Red Ventures Inc., and are not managed separately. Accordingly, the principal risks and uncertainties of Red Ventures Inc., which include those of the Company, are discussed in Red Ventures lnc.'s annual report which does not form part of this report. 

Page 2

 
RED VENTURES INTERACTIVE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31ST DECEMBER 2023

Financial key performance indicators
 
Given the straightforward nature of the business, the Company's directors are of the opinion that standard profit and loss measurement techniques such as revenue growth, ebitda, and incremental year on year margin growth, along with the ongoing support of Red Ventures Inc., are sufficient to gain an understanding of the development, performance, or position of the business.


This report was approved by the board and signed on its behalf.



B N Braun
Director

Date: 5 September 2024
Page 3

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31ST DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The profit for the year, after taxation, amounted to £165,460 (2022 - loss £2,444,528).

The directors are unable to recommend the payment of a dividend and none was paid during the year (2022: £nil).

Directors

The Directors who served during the year were:

R L Elias 
T S Syed (appointed 28 April 2023, resigned 1 September 2023)
B N Braun (appointed 1 September 2023)
P M McCann (resigned 28 April 2023)

Directors' responsibilities statement

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;

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 2006They 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.

Political and charitable contributions

The Company made no political or charitable contributions during the year (2022: £nil).

Matters covered in the Strategic Report

Information on the development and performance of the business of the Company during the financial year and at the end of that year, the principal risks and uncertainties facing the business and financial risks relating to the Company is not shown in the Directors' report because it is shown in the Strategic report instead.

Page 4

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31ST DECEMBER 2023

Post balance sheet events

On 5th August 2024 Red Ventures signed an agreement with Ziff Davis to sell CNET and ZDNet.

Financial risk management

The Company's operations expose it to a variety of financial risks that include the effects of credit risk and foreign exchange risk. The Company is reliant on its board of directors to actively manage its risk exposure.
Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board are implemented by the Company's finance department.

Credit risk

The Company has implemented policies that require appropriate credit checks on potential customers before sales are made.

Foreign exchange risk

The Company has foreign currency assets and liabilities. The Company does not currently use financial instruments to manage the risk of fluctuating exchange rates and as such no hedge accounting is applied. The directors keep these measures under constant review.

Directors' liability insurance

During the year insurance policies existed in respect of the directors of the Company for the purposes of insuring
corporate directors and officers against claims, most often by stockholders and employees, alleging financial loss arising from mismanagement. These policies are held by the ultimate holding company, Red Ventures Holdco LP.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsAlexander Knight & Co Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 5

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31ST DECEMBER 2023

This report was approved by the board and signed on its behalf.
 





B N Braun
Director

Date: 5 September 2024

Page 6

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED VENTURES INTERACTIVE LIMITED
 

Opinion


We have audited the financial statements of Red Ventures Interactive Limited (the 'Company') for the year ended 31st December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position and the related notes, including a summary of significant accounting policiesThe 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 31st 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED VENTURES INTERACTIVE LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the 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.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which 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 Directors' Responsibilities Statement set out on page 4, 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.


Page 8

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED VENTURES INTERACTIVE LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit team:
Obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework; 
Inquired of management and those charged with governance their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud; 
Discussed matters about non-compliance with laws and regulations and how fraud might occur including an assessment of how and where the financial statements may be susceptible to fraud.
As a result of performing the above, our procedures to respond to the risks identified included the following:
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments;
All engagement team members were informed of the relevant laws and regulations and potential fraud risks at the planning stage and reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify such items.
There are inherent limitations in our audit procedures described above. The more removed the laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
It remains the primary responsibility of management to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.


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 Auditors' Report.


Page 9

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RED VENTURES INTERACTIVE LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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 Auditors' 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.





Murray Patt FCA (Senior Statutory Auditor)
for and on behalf of
Alexander Knight & Co Limited
Chartered Accountants & Statutory Auditor
Westgate House
44 Hale Road
Hale
Altrincham
Cheshire
WA14 2EX

6 September 2024
Page 10

 
RED VENTURES INTERACTIVE LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
483,522
934,807

Gross profit
  
483,522
934,807

Administrative expenses
  
(358,565)
(2,770,741)

Other operating income
 6 
-
26,851

Operating profit/(loss)
 7 
124,957
(1,809,083)

Interest receivable and similar income
 11 
40,503
-

Profit/(loss) before tax
  
165,460
(1,809,083)

Tax on profit/(loss)
 12 
-
(635,445)

Profit/(loss) for the financial year
  
165,460
(2,444,528)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 13 to 29 form part of these financial statements.

Page 11

 
RED VENTURES INTERACTIVE LIMITED
REGISTERED NUMBER: 03851534

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
32,108
68,880

  
32,108
68,880

Current assets
  

Debtors: amounts falling due within one year
 14 
3,264,321
3,549,035

Cash at bank and in hand
 15 
2,403,434
2,472,538

  
5,667,755
6,021,573

Creditors: amounts falling due within one year
 16 
(3,143,928)
(3,699,979)

Net current assets
  
 
 
2,523,827
 
 
2,321,594

Total assets less current liabilities
  
2,555,935
2,390,474

  

Net assets
  
2,555,935
2,390,474


Capital and reserves
  

Called up share capital 
 17 
316,754
316,754

Share premium account
 18 
21,570,109
21,570,109

Profit and loss account
 18 
(19,330,928)
(19,496,389)

  
2,555,935
2,390,474


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




B N Braun
Director

Date: 5 September 2024

The notes on pages 13 to 29 form part of these financial statements.

Page 12

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

1.


General information

The company is a private company limited by shares, registered in England and Wales (registered number 03851534). The address of the registered office is Cannon Place, 78 Cannon Street, London, EC4N 6AF.

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 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:

 
2.2

Going concern

The financial statements have been prepared on the going concern basis as the ultimate parent undertaking, Red Ventures Holdco LP has formally indicated that it will provide sufficient funding to Red Ventures Interactive Limited to enable it to meet its liabilities as they fall due for at least the twelve months following the approval of the financial statements and for the foreseeable future.

  
2.3

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Red Ventures Holdco LP which are available from 1101 Red Ventures Drive, Fort Mill, SC 29707 USA. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
(a) From the requirement to present a reconciliation of the number of shares outstanding at the beginning and end of the period as required by paragraph 4.12(a)(iv) of FRS 102.
(b) From the requirement to prepare a statement of cash flows as required by paragraph 3.17(d) of FRS 102.
(c) From the requirement to present certain financial instrument disclosures, as required by sections 11 and 12 of FRS 102.
(d) From disclosing share based payment arrangements, required under FRS 102 paragraphs 26.18(c), 26.19 to 26.21 and 26.23, concerning its own equity instruments. The Company financial statements are presented with the consolidated financial statements and the relevant disclosures are included therein; 
(e) From the requirement to disclose the key management personnel compensation in total as required by paragraph 33.7 of FRS 102.
(f)  From disclosing related party transactions under paragraph 1.12(e) of FRS 102, on the grounds that it is a wholly owned subsidiary of Red Ventures Holdco LP.

Page 13

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Foreign currencies

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

 
2.5

Revenue recognition

Revenue represents the amounts derived from the provision of marketing solutions. All revenue is
recognised in line with the discharge of responsibilities of the Company under the terms of the contract of sale.
Online advertising is recognised either over the life of the advertisement, on a per-click basis or at the point the advertisement is displayed depending on the terms of the contract. For marketing services, revenue is recognised once the product or service is delivered. Where marketing solutions are traded in exchange for the services of other companies, revenue (referred to as “barter revenue”) is only recognised if there is persuasive evidence of the value at which, if the advertising had not been exchanged, it would have been sold for cash in a similar transaction. In these circumstances, that value is included in revenue and costs. Otherwise, these transactions are not recognised on a gross basis.

 
2.6

Leases

At inception the Company assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.
Operating leased assets
Leases that do not transfer all the risk and rewards of ownership are classified as operating leases. Rentals under operating lease are charged to the statement of comprehensive income on a straight line basis over the period of the lease term.

  
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 14

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)

  
2.8

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.

  
2.9

Employee benefits

Defined contribution pension plan
The Company provides a range of benefits to employees, including defined contribution pension plans and share based payments. 
i) Short term benefits 
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.
ii) Defined contribution pension plans
The Company operates a defined contribution pension scheme. A defined contribution scheme is a pension plan under which the company pays fixed contributions into a separate entity. The assets of the schemes are held separately from those of the Company in an independently administered fund. Contributions to the schemes are charged to the statement of comprehensive income as they fall due for payment.

 
2.10

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 15

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Taxation

Taxation expense for the period comprises current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case tax is also recognised in other comprehensive income or directly in equity respectively.
Current or deferred taxation assets and liabilities are not discounted. 
i) Current tax
Current tax is the amount of income tax payable in respect of the taxable profit for the year or prior years. Tax is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the period end. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
ii) Deferred taxation
Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements.
Deferred tax is recognised on all timing differences at the reporting date except for certain exceptions. Unrelieved tax losses and other deferred tax assets are only 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 tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Page 16

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Property, plant and equipment

Property, plant and equipment are stated at historic purchase cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated so as to write off the cost of property, plant and equipment, less their estimated residual values, by equal instalments over the expected useful economic lives of the assets concerned.
Subsequent costs, including major inspections, are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that economic benefits associated with the item will flow to the Company and the cost can be measured reliably.
Repairs, maintenance and minor inspection costs are expensed as incurred.
Assets in the course of construction are stated at cost. These assets are not depreciated until they are available for use.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Fixtures and fittings
-
5 years
Office equipment
-
3 years

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.

 
2.13

Impairment of fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the reporting date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

Page 17

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)

  
2.14

Accrued expenses

Goods received or services rendered shall be accrued for when an invoice is not recorded in accounts payable or payment has not been made. Generally, an accrual must be recorded if a liability is known and can be reasonably estimated with supporting documentation.
If there is decrease in the impairment loss arising from an event occurring after the impairment was recognised the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

  
2.15

Related party transactions

The Company has taken advantage of the exemption as provided by paragraph 33.1A of FRS 102 from disclosing transactions with group companies as it is a wholly owned subsidiary and its results are included in the consolidated financial statements of Red Ventures Holdco LP which are available from 1101 Red Ventures Drive, Fort Mill, SC 29707 USA. There were no other related party transactions.

  
2.16

Provisions

i) Provisions 
Provisions are recognised when the Company has a present obligation as a result of a past event, it is probable that a transfer of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are discounted where the impact is material to the financial statements.
ii) Contingencies 
Contingent liabilities, arising as a result of past events, are not recognised when: (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date; or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the Company’s control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.

 
2.17

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.18

Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.

 
2.19

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)

  
2.20

Share capital

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.
Dividends and other distributions to the company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the company's shareholders. These amounts are recognised in the statement of changes in equity.

Page 19

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)

 
2.21

Financial instruments

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 Statement of Financial Position 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 receivables, cash and bank balances, are initially measured at their transaction price including transaction costs 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 receivables 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

Financial assets are assessed for indicators of impairment at each reporting date. 

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.
 

Page 20

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments 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 and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument 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.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables 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.

Page 21

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, revenue and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
(a) Useful economic lives of property, plant and equipment -
The annual depreciation and amortisation charge for property, plant and equipment is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are assessed annually. They are amended when necessary to reflect current estimates, based on technological advancements, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of property, plant and equipment and note 3 - depreciation for the useful economic lives for each class of asset.
(b) Provision for Bad Debts - 
In the event of receiving notification of a customer no longer trading or entering bankruptcy or administration, Red Ventures Interactive Limited will immediately provide 100% net of VAT as a bad debt provision for all applicable outstanding invoices.
The general bad debt provision is reviewed quarterly for accuracy based on the end of quarter aging report. Percentages based on historical experience are applied to the different aging buckets in order to arrive at an appropriate provision.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Programmatic and Partnership
-
682,372

Consumer Media
264,347
41,828

Business Media
219,175
218,103

Lead Generation
-
(7,496)

483,522
934,807


Page 22

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

5.


Turnover by location

2023
2022
£
£



Europe including United Kingdom
54,291
76,030

United States
429,231
859,747

ROW
-
(970)

483,522
934,807


6.


Other operating income

2023
2022
£
£

Other operating income
-
6,665

Profit on disposal of intangible assets
-
20,186

-
26,851



7.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2023
2022
£
£

Exchange differences
16,601
184,280

Other operating lease rentals
12,643
17,124

Depreciation of tangible assets 
30,880
59,059

Loss/(gains) on disposal of tangible assets
5,892
-


8.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2023
2022
£
£

Fees payable for the audit of the financial statements
14,133
20,000

Page 23

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

9.


Staff costs

Staff costs, including Directors' remuneration, were as follows:


2023
2022
£
£

Wages and salaries
102,447
1,920,784

Social security costs
10,932
262,729

Cost of defined contribution scheme
9,129
105,719

122,508
2,289,232


Aggregate payroll costs for the year contains £6,667 (2022: £30,500) relating to termination benefits, of which £nil (2022: £nil) was outstanding to be paid at year-end.
It was agreed between the Red Ventures leadership team and the CNET Senior leadership team in Feb 2023 that all UK employee costs should be moved to Red Ventures Ltd instead of Red Ventures Interactive Ltd.

The average monthly number of employees, including the Directors, during the year was as follows:


        2023
        2022
            No.
            No.







Sales & Marketing
3
5



Technical & Editoral
7
19



Administration
6
5

16
29


10.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
9,538
125,294

Company contributions to defined contribution pension schemes
477
5,677

10,015
130,971


Benefits in kind to the directors totalling £7,737 (2022 - £7,382) are not included in the above table.
One Company director (2022:1) accrued benefits under the Company’s defined contribution pension scheme in 2023. During 2023, the Company paid £477 (2022: £5,677) of contributions to this scheme included in the above aggregate emoluments.

Page 24

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

11.


Interest receivable

2023
2022
£
£


Interest on cash and cash equivalents
40,503
-

40,503
-


12.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax


Deferred tax
-
635,445

Total deferred tax
-
635,445


Tax on profit/(loss)
-
635,445
Page 25

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - the same as) the standard rate of corporation tax in the UK of 19% (2022 - 19%) as set out below:

2023
2022
£
£


Profit/(loss) on ordinary activities before tax
165,460
(1,809,083)


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
31,437
-

Effects of:


Unrelieved tax losses carried forward
(31,437)
-

Other tax charge (relief) on exceptional items
-
635,445

Total tax charge for the year
-
635,445


Factors that may affect future tax charges

No deferred tax asset has been recognised within the accounts, so no expected factors that may affect future tax charges. 

Page 26

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

13.


Tangible fixed assets





Fixtures and fittings
Office equipment
Total

£
£
£



Cost or valuation


At 1 January 2023
3,902
644,636
648,538


Disposals
(3,902)
(531,779)
(535,681)



At 31st December 2023

-
112,857
112,857



Depreciation


At 1 January 2023
3,902
575,756
579,658


Charge for the year on owned assets
-
30,880
30,880


Disposals
(3,902)
(525,887)
(529,789)



At 31st December 2023

-
80,749
80,749



Net book value



At 31st December 2023
-
32,108
32,108



At 31st December 2022
-
68,880
68,880

Page 27

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

14.


Debtors

2023
2022
£
£


Trade debtors
(6,363)
(9,197)

Amounts owed by group undertakings
2,852,453
3,066,597

Other debtors
55,676
83,199

Prepayments and accrued income
362,555
408,436

3,264,321
3,549,035


Amounts owed by group undertakings are unsecured, non-interest bearing and receivable on demand. 
Trade and other receivables includes a provision for doubtful debts. 


15.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
2,403,434
2,472,538

2,403,434
2,472,538



16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
107,821
149,736

Amounts owed to group undertakings
1,965,524
2,241,205

Other creditors
-
5,280

Accruals and deferred income
1,070,583
1,303,758

3,143,928
3,699,979



17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



316,754 (2022 - 316,754) Ordinary shares shares of £1.00 each
316,754
316,754

Page 28

 
RED VENTURES INTERACTIVE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31ST DECEMBER 2023

17.Share capital (continued)

There is a single class of ordinary shares. There are no restrictions on the distributions of dividends and repayment of capital.



18.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Profit and loss account

This reserve records retained earnings and accumulated losses


19.


Pension commitments

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £9,129 (2022: £94,345).
Outstanding employer pension accruals at the year-end amounted to £Nil (2022: £nil).


20.


Controlling party

The immediate parent undertaking is Red Ventures Limited, a company registered in the United Kingdom.

The ultimate parent undertaking and controlling party is Red Ventures Holdco LP, a limited partnership incorporated in the USA.
Red Ventures Holdco LP is the parent undertaking of the largest group of undertakings and Red Ventures Holdco LP is the smallest parent undertaking to consolidate these financial statements at 31 December 2023. The consolidated financial statements for Red Ventures Holdco LP are available from 1101 Red Ventures Drive, Fort Mill, SC 29707 USA.
 
Page 29