Company registration number 04053391 (England and Wales)
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
COMPANY INFORMATION
Directors
J Martinez Aguilar
M D J Hudson
(Appointed 9 May 2023)
Secretary
HCO Global Limited
Company number
04053391
Registered office
210 High Holborn
London
WC1V 7EP
Auditor
TC Group
5th Floor
3 Dorset Rise
London
EC4Y 8EN
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 18
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the year ended 31 December 2022.
Review of the business
The company is a wholly owned subsidiary of Making Science Group, S.A, a company which is traded on the Madrid stock exchange.
The principal activities of the company continue to be that of the provision of digital marketing services and investment in group and other undertakings.
The development of the business is progressing to plan.
The results for the year ended 31 December 2022 and financial position of the company are as shown in the annexed financial statements.
The company's key performance indicators are:-
i. Digital marketing services revenue, which during the year was €10,353,833 (2021 - €5,633,928); and
ii. Investments in group and other undertakings, which increased by €8,614,140 to €21,337,940.
Profit for the financial year was €981,979 (2021 - €142,968).
Generally, trading throughout the year was satisfactory and was in line with the company's expectations.
At the year end, the net assets amounted to €2,299,403 (2021 - €1,317,424).
Other events
On 30 November 2022 (the migration date), the company moved to a new computerised accounting system. A financial summary was compiled from the old accounting system for the purposes of the data migration together with supporting analysis of trade accounts payable and receivable. However, no back-up was made of the detailed financial ledgers held on the old accounting system, which was subsequently discarded and cannot now be retrieved.
Following discussions with the finance team, the directors formed the view that against a background of externally imposed deadlines for the filing of the financial statements with stakeholders, it would not be possible to recreate the detailed financial records for the period up to and including the migration date within the available time constraint. As a result of the above, the directors recognise that the company's books and records are materially incomplete and the limitation this has placed on the auditor's ability to conduct their audit of the financial statements, as set out in their report on pages 4 to 6.
Principal risks and uncertainties
The principal risks and uncertainties of the company are set out in the directors' report.
Development and performance
The company continues to provide a customer focussed business model and therefore is continuing to search for excellence, growth and improvement in servicing the needs for each individual client.
M D J Hudson
Director
11 September 2024
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
J Martinez Aguilar
O Gonchar
(Resigned 9 May 2023)
M D J Hudson
(Appointed 9 May 2023)
Financial instruments
Treasury operations and financial instruments
To ensure liquidity and to be able to meet all the payment commitments that derive from its activity, the company's parent has a treasury function that shows its consolidated balance sheet, as well as the credit and financing lines.
The company's principal financial instruments comprise bank balances, trade creditors, trade debtors and amounts owed to/from group companies. The main purpose of these instruments is to maintain the company's operations efficiently with no exposure to price risk.
Liquidity risk
The company has financial debts on which interest is charged.
Interest rate risk
Both the company's treasury and financial debt are exposed to interest rate risk, which could have an adverse effect on financial results and cash flows of the company.
Foreign currency risk
The company is exposed to exchange rate risk, which could have an adverse effect on financial results and cash flows.
Credit risk
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade receivables are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
Statement of directors' responsibilities
The directors are responsible 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 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 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.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Medium-sized companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
M D J Hudson
Director
11 September 2024
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
- 4 -
Disclaimer of opinion on financial statements
We were engaged to audit the financial statements of Making Science Sweeft International Limited (the 'company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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).
We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
Basis for disclaimer of opinion
On 30 November 2022 (the migration date), the company moved to a new computerised accounting system. A financial summary was compiled from the old accounting system for the purposes of the data migration together with supporting analysis of trade accounts payable and receivable. However, no back-up was made of the detailed financial ledgers held on the old accounting system, which was subsequently discarded and cannot now be retrieved.
Following discussions with the finance team, the directors formed the view that against a background of externally imposed deadlines for the filing of the financial statements with stakeholders, it would not be possible to recreate the detailed financial records for the period up to and including the migration date within the available time constraint. As a result of the above, the directors recognise that the company's books and records are materially incomplete and the limitation this has placed on the conduct of our audit of the financial statements.
Consequently, due to the absence of the detailed financial ledgers to the migration date and our being unable to carry out alternative testing methods, we were unable to obtain sufficient appropriate audit evidence in relation to the following items:-
Foreign exchange
The financial statements show a foreign exchange gain of €958,446 for which we were unable to satisfy ourselves of its correctness and accuracy.
Opening balances
In the absence of the detailed financial records, we were unable to obtain sufficient appropriate audit evidence to support the opening balances.
Revenue
Revenue for the year ended 31 December 2022 was €10,353,833 for which we have been unable to satisfy ourselves of its completeness and accuracy.
Cost of sales
Cost of sales for the year were €10,075,423 for which we have been unable to to satisfy ourselves of the completeness and accuracy of the purchases recorded in the financial statements.
Accordingly, due to the material and pervasive nature of the items outlined above, we were unable to determine whether any adjustments might have been found necessary to the statement of comprehensive income, the statement of financial position and statement of changes in equity.
We are therefore unable to form an opinion on the financial statements as a whole.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
- 5 -
Opinions on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion whether based on the work undertaken in the course of our 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
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors' report.
Arising from the limitation of our work referred to above:
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:
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 remuneration specified by law are not made.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
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.
The extent to which the audit was considered capable of detecting irregularities including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. 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 by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
- 6 -
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the company and determined that the most significant are those that relate to the reporting framework (FRS 102, the Companies Act 2006) and the relevant direct and indirect tax compliance regulation in the United Kingdom.
We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur by considering the risk of management override of internal control and by designating revenue recognition as a fraud risk. We performed journal entry testing by specific risk criteria, with a focus on journals indicating large or unusual transactions based on our understanding of the business. We tested completeness of income through proof in total tests to source data, analytical review and cut-off testing. We tested the completeness of the source data through substantive tests performed.
The financial statements of the company for the year ended 31 December 2021 were unaudited.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
David Marks FCA
Senior Statutory Auditor
For and on behalf of TC Group
11 September 2024
Statutory Auditor
5th Floor
3 Dorset Rise
London
EC4Y 8EN
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
2022
2021
Notes
€
€
Revenue
3
10,353,833
5,633,928
Cost of sales
(10,075,423)
(5,563,530)
Gross profit
278,410
70,398
Administrative expenses
661,157
72,121
Operating profit
4
939,567
142,519
Investment income
168,271
2,211
Finance costs
7
(125,859)
(1,762)
Profit before taxation
981,979
142,968
Tax on profit
8
Profit for the financial year
981,979
142,968
The income statement has been prepared on the basis that all operations are continuing operations.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2022
31 December 2022
- 8 -
2022
2021
Notes
€
€
€
€
Non-current assets
Investments
9
21,337,940
12,723,800
Current assets
Trade and other receivables
12
11,446,335
2,006,510
Cash and cash equivalents
185,721
874,166
11,632,056
2,880,676
Current liabilities
13
(23,557,518)
(8,226,849)
Net current liabilities
(11,925,462)
(5,346,173)
Total assets less current liabilities
9,412,478
7,377,627
Non-current liabilities
14
(7,113,075)
(6,060,203)
Net assets
2,299,403
1,317,424
Equity
Called up share capital
15
26,850
26,850
Share premium account
8,101,906
8,101,906
Retained earnings
(5,829,353)
(6,811,332)
Total equity
2,299,403
1,317,424
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 11 September 2024 and are signed on its behalf by:
J Martinez Aguilar
M D J Hudson
Director
Director
Company registration number 04053391 (England and Wales)
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
Share capital
Share premium account
Retained earnings
Total
€
€
€
€
Balance at 1 January 2021
26,850
8,101,906
(6,954,300)
1,174,456
Year ended 31 December 2021:
Profit and total comprehensive income
-
-
142,968
142,968
Balance at 31 December 2021
26,850
8,101,906
(6,811,332)
1,317,424
Year ended 31 December 2022:
Profit and total comprehensive income
-
-
981,979
981,979
Balance at 31 December 2022
26,850
8,101,906
(5,829,353)
2,299,403
The notes on pages 10 to 18 form part of these financial statements.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
1
Accounting policies
Company information
Making Science Sweeft International Limited is a private company limited by shares incorporated in England and Wales. The registered office is 210 High Holborn, London, WC1V 7EP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in euros, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest €.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures; and
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Making Science Sweeft International Limited is a wholly owned subsidiary of Making Science Group, S.A. and the results of Making Science Sweeft International Limited are included in the consolidated financial statements of Making Science Group, S.A. which are available from www.makingscience.co.uk.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Revenue
Revenue represents fees charged to customers for digital marketing services provided excluding Value Added Tax during the period and is recognised when the company satisfies its performance obligations, being the provision of the digital marketing services.
1.4
Non-current investments
Interests in subsidiaries, associates and other entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 11 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.6
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.
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 and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other payables and loans from fellow group companies are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 12 -
1.8
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to carrying amounts of assets and liabilities within the next financial year are addressed below:
Key sources of estimation uncertainty
The following estimate has been identified as a significant risk of causing a material adjustment to the financial statements.
Impairment of investments
At each reporting end date the directors' carry out impairment reviews on the carrying value of investments held. As the investments are not publicly traded, there is an inherent degree of uncertainty as to this estimate as ultimately the value of each investment will only be crystallised if and when it is sold.
3
Revenue
2022
2021
€
€
Revenue analysed by class of business
Amounts receivable for digital marketing services
10,353,833
5,633,928
2022
2021
€
€
Revenue analysed by geographical market
USA
10,353,833
5,633,928
2022
2021
€
€
Other revenue
Interest income
168,271
2,211
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 13 -
4
Operating profit
2022
2021
Operating profit for the year is stated after charging/(crediting):
€
€
Exchange gains
(958,446)
(289,337)
Fees payable to the company's auditor for the audit of the company's financial statements
38,000
5
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
€
€
For audit services
Audit of the financial statements of the company
38,000
6
Employees
The company had no employees in either the current or prior year.
7
Finance costs
2022
2021
€
€
Interest on bank overdrafts and loans
2,241
1,762
Interest payable to group undertakings
123,618
125,859
1,762
8
Taxation
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
€
€
Profit before taxation
981,979
142,968
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
186,576
27,164
Effect of lossess brought forward utilised
(186,576)
(27,164)
Taxation charge for the year
-
-
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 14 -
9
Fixed asset investments
2022
2021
Notes
€
€
Investments in group undertakings
10
8,351,980
8,351,980
Investments in associates
11
12,223,478
3,613,848
Other investments
762,482
757,972
21,337,940
12,723,800
Movements in non-current investments
Fixed asset investments
Other investments
Total
€
€
€
Cost or valuation
At 1 January 2022
11,965,828
757,972
12,723,800
Additions
8,609,630
4,510
8,614,140
At 31 December 2022
20,575,458
762,482
21,337,940
Carrying amount
At 31 December 2022
20,575,458
762,482
21,337,940
At 31 December 2021
11,965,828
757,972
12,723,800
Other investments of €762,482 comprise the company's investment in Local Planet International Limited. The company sold its investment during the year ending 31 December 2024.
10
Subsidiaries
Details of the company's investments in group undertakings at 31 December 2022 are as follows:
Name of undertaking
Country
Class of
% Held
shares held
Direct
Indirect
MCentric, S.L.
Spain
Ordinary
100.00
-
Ominaweb Italia SRL
Italy
Ordinary
79.73
-
Making Science Limited
Ireland
Ordinary
100.00
-
Nara Media Limited
United Kingdom
Ordinary
-
73.18
Celsius SAS
France
Ordinary
-
56.00
Loyal SAS
France
Ordinary
-
71.00
Local Planet Performance & Analytics Limited
United Kingdom
Ordinary
51.00
-
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
10
Subsidiaries
(Continued)
- 15 -
The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:
Name of undertaking
Capital and Reserves
Profit/(Loss)
€
€
MCentric, S.L.
588,507
(432,809)
Ominaweb Italia SRL
1,348,293
450,674
Making Science Limited
(24,924)
(451,374)
Nara Media Limited
530,357
390,481
Celsius SAS
884,115
346,623
Loyal SAS
470,075
296,725
Local Planet Performance & Analytics Limited
433
The Company sold its investment in Ominaweb Italia SRL during the year ending 31 December 2024.
11
Associates
Details of the company's associates at 31 December 2022 are as follows:
Name of undertaking
Country
Class of
% Held
shares held
Direct
Sweeft LLC
Georgia
Ordinary
40.00
Ventis
Italy
Ordinary
40.00
United Communications Partners, Inc
United States
Ordinary
31.60
The Company sold its investments in United Partners Communications, Inc, and Ventis SRL during the year ending 31 December 2024.
12
Trade and other receivables
2022
2021
Amounts falling due within one year:
€
€
Trade receivables
508,422
1,736,785
Amounts owed by group companies
10,793,517
126,580
Other receivables
144,396
143,145
11,446,335
2,006,510
Included within amounts owed by group companies are short term interest bearing loans of €5,774,975 (2021: €Nil). Other amounts due from group companies are interest free and repayable on demand.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 16 -
13
Current liabilities
2022
2021
€
€
Trade payables
46,690
250,836
Amounts owed to group companies
19,497,349
8,008,972
Other payables
3,891,575
(46,343)
Accruals and deferred income
121,904
13,384
23,557,518
8,226,849
Included within amounts owed to group companies are short term interest bearing loans of €5,154,120 (2021: €3,280,000). Other amounts due to group companies are interest free and repayable on demand.
14
Non-current liabilities
2022
2021
€
€
Amounts owed to group undertakings
944,070
Other payables
7,113,075
5,116,133
7,113,075
6,060,203
15
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
€
€
Issued and fully paid
16,396,746 Ordinary shares of $0.0001
16,396,746
16,396,746
1,742
1,742
9,753,332 A Ordinary shares of $0.001
9,753,332
9,753,332
10,703
10,703
170,928,550 B Ordinary Shares $0.0001
170,928,550
170,928,550
14,405
14,405
197,078,628
197,078,628
26,850
26,850
The issued Ordinary shares of $0.0001 include 2,496,709 shares with no voting rights.
(a) As regards dividends, the ‘A’ Ordinary shares, ‘B’ Ordinary Shares, Ordinary Shares and Non-Voting Shares shall rank pari passu in all respects.
(b) As regards capital
(i) On return of assets on a liquidation or reduction of capital the surplus assets of the Company remaining after payment of its liabilities shall be distributed in the same manner as described in paragraph (II) below as regards a Sale.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
15
Share capital
(Continued)
- 17 -
(ii) In the event of a Sale the total of all and any cash received in respect of the shares that are the subject of the Sale shall be allocated between the sellers of such shares pro rata and pari passu to the sellers of the ‘A’ Ordinary Shares, ‘B’ Ordinary Shares, Ordinary Shares and non-Voting Shares as if the same constituted one class of share, provided that if such distribution of the sale proceeds would result in the holders of the ‘A’ Ordinary Shares or ‘B’ Ordinary Shares (respectively), the amount per share to be received by the holders of the ‘A’ Ordinary Shares and ‘B’ Ordinary Shares, (respectively) shall be increased so that they receive in Priority to any ‘A’ Ordinary Shares and ‘B’ Ordinary Shares, Ordinary Shares (respectively) shall be increased so that they receive in Priority to any payment to the holders of Ordinary Shares and Non-Voting Shares the Subscription Price and any unpaid dividends declared on all such ‘A’ Ordinary Shares and ‘B’ Ordinary Shares, (respectively) and thereafter any balance of such proceeds remaining shall be paid pro rata and pasi passu to the sellers of the Ordinary Shares and the Non-Voting Shares as if the same constituted once class of share.
PROVIDED THAT as regards the above ‘B’ Ordinary Share preference, holders of 75% of the ‘B’ Ordinary Shares be entitled to agree in writing at the time of Sale or distribution pursuant to paragraphs (I) or (II) above with the Company not to require the preference on the ‘B’ Ordinary Shares, and such agreement shall bind all ‘B’ Ordinary Shares.
(iii) holders of 75% of all Shares shall be entitled to force all holders of Shares to sell to a new vehicle or list the current company pursuant in either case to a Listing, by giving to the Company written notice, and in such a case, the holders of ‘A’ Ordinary Shares and ‘B’ Ordinary Shares shall convert their shares pursuant to paragraph (d) below or their shares shall automatically convert by the Company giving them written notice, and the company shall be deemed to be agent of all shareholders of the Company to give affect to this paragraph (III).
(c) As regards voting in general meetings
the holders of the ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares shall be entitled to receive notice of, to attend, and to vote at, general meetings of the Company, every holder of ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, shall have one vote on a show of hands and on a poll every holder of ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares so present shall have one vote for each ‘A’ Ordinary Shares, ‘B’ Ordinary Shares and Ordinary Shares held by him.
The holders of the Non-Voting Shares shall not be entitled to receive notice of or to attend or vote at any general meeting of the Company but will be entitled to receive notice of any general meeting of the Company.
(d) As regards conversion of ‘A’ Ordinary Shares and ‘B’ Ordinary Shares.
(i) Any holder of any ‘A’ Ordinary Shares or ‘B’ Ordinary Shares may give the Company written notice that the holder requires his ‘A’ Ordinary Shares or ‘B’ Ordinary Shares to be converted into and redesignated as Ordinary Shares at the rate of one Ordinary Share for every ‘A’ Ordinary Shares or ‘B’ Ordinary Shares.
(ii) The Ordinary Shares arising on such conversation and redesignation shall rank pari passu with Ordinary Shares then in Issue and fully paid up, and
(iii) The holder giving notice pursuant to (d) (I) shall, within 10 days of giving notice deliver to the Company the certificates for his ‘A’ Ordinary Shares or ‘B’ Ordinary Shares (if any) and upon such delivery there shall be issued to him a certificate for the number of Ordinary Shares resulting from the conversion and redesignation referred to in (d) (1) above.
(e) As regards appointment of directors
each of the Investors (as defined by the Memorandum and Articles of Association) have the right to appoint once nominated person as per non-executive Director of the Company and to remove or reappoint for any reason whatsoever.
MAKING SCIENCE SWEEFT INTERNATIONAL LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 18 -
16
Related party transactions
During the year ended 31 December 2022, the company received interest income of €168,271 (2021: €2,211) from related parties.
During the year ended 31 December 2022, the company was charged digital marketing fees of €10,075,423 (2021: €5,563,530) by related parties.
During the year ended 31 December 2021, the company was charged interest of €123,618 (2021: €1,762) by related parties.
As at the balance sheet date amounts were outstanding to or from other Making Science Group, S.A., group companies as detailed in notes 12,13 and 14.
17
Ultimate controlling party
The immediate and ultimate parent undertaking is Making Science Group, S.A., a company incorporated in Spain.
The smallest and largest group in which the results of the company and subsidiaries are consolidated is headed by Making Science Group, S.A. and copies are available from its website http://www.makingscience.co.uk.
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