GUMTREE.COM LIMITED
COMPANY INFORMATION
Directors
Mr H Hurley
Mr N C H Moodie
Secretary
Elemental Company Secretary Limited
Company number
03934849
Registered office
27 Old Gloucester Street
London
WC1N 3AX
Independent auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
United Kingdom
GUMTREE.COM LIMITED
CONTENTS
Page(s)
Strategic report
1 - 2
Directors' report
3 - 6
Independent auditors' report
7 - 9
Income statement
10
Statement of financial position
11
Statement of changes in equity
12
Notes to the financial statements
13 - 28
GUMTREE.COM LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present the strategic report for the year ended 31 December 2023.
Principal activities
The principal activity of the Company continued to be that of operating an online classified marketplace for buying and selling goods, services and vehicles.
Review of the business
In 2023, the Company was a wholly owned subsidiary of Classifieds Group Limited, incorporated in the United Kingdom with the ultimate parent being Novum Capital Special Opportunities Fund II GmbH & Co. KG, Germany, together with Gumtree Holdco LLC, Delaware, USA.
In 2023 revenue decreased by 13% to £59,609,000 (2022: £68,820,000). This was driven by the novation of dealers from the Company to Motors.co.uk Limited to align revenue recognition to the operating business. This resulted in Q4 revenue for all dealers advertising on Motors.co.uk and affiliated platforms (including Gumtree.com) to be recognised in Motors.co.uk Limited.
The direct operating expenses decreased by 24% to £40,865,000 (2022: £53,609,000). This was driven by material one off expenses incurred in 2022 to separate the Company from eBay Classifieds Group. This was materially reduced in 2023 with TSA's fully exited in June 2023. Additionally, Q4 includes recharges of shared costs, mainly marketing costs from the Company to Motors.co.uk.
As a result, the Company's profit before income tax for the year was £17,063,000 (2022 £13,573,000). The results for the year are set in the Income statement on page 10.
The Company's net assets (being total assets less total liabilities) at the year-end were £39,875,000 (2022: £98,112,000). The decrease in net assets was primarily driven by Motors.co.uk Limited being transferred from the Company to Classifieds Group Limited as set out in Note 13.
Key performance indicators
Given the straightforward nature of the business, the Company's directors are of the opinion that analysis using key performance indicators, other than those financial performance measures set out above, are not necessary for an understanding of the development, performance or position of the business.
Principal risks and uncertainties
From the perspective of the Company, the principal risks and uncertainties are integrated with the principal risks of the group and are managed centrally. These include, but are not limited to, outsourcing, business continuity and reliance on key IT systems, together with the risks associated with growth of the business and underlying economic environment factors affecting overall consumer confidence and e-commerce growth.
Financial assets that potentially subject the Company to concentrations of credit risk principally consist of cash at bank and debtors. The Company's cash is placed with quality financial institutions. The Company's exposure to debtor risk was principally concentrated in the intra-group debt with the other group entities arising from the charges due under the services agreement.
The directors consider there is a low risk from foreign currency transactions, the amount of exposure to any individual counterparty is limited, and assessed continually. The Company's operating income and cash flows are substantially independent of changes in market interest rates. Due to the limited risk exposure, the Company does not have a specific hedging policy with respect to foreign currency exchange and interest rate risk.
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GUMTREE.COM LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Statement by the directors of Gumtree.com Limited in performance of their statutory duties in accordance with s172(1) Companies Act 2006
The directors consider, both individually and together, that they have acted in the way they determine, in good faith, would be most likely to promote the success of the Company for the benefit of its members in the decisions taken during the financial year, balancing the needs for the short term and long term success of the company.
The directors ensure they have suitable access to information to allow them to make informed business decisions and the directors consider whether they possess sufficient information regarding the stakeholder interests which are affected by their actions. In instances when the directors do not have all the information relevant to a decision, it is important to consider the expertise of others and care is taken to assess the source, quality and quantity of all information available. Every individual stakeholder within the Company is, indirectly, an asset of the shareholders. The directors will continue to promote a culture which considers the interests of all stakeholders.
The directors need to foster the Company's business relationships with suppliers, customers, HM Revenue and Customs ("HMRC”) which includes committing to partnerships that share the Company's dedication to conducting business in a legal, ethical, and socially responsible manner, to deliver the best possible value for the Company and mitigate the risk to the Company. It is accepted by the Directors that the promotion of the circular economy benefits society as a whole and that the success of the company will continue to promote the success of the circular economy as whole.
The directors aim to attract and retain talented employees from diverse backgrounds and industries by building a world-class culture based on integrity, respect and inclusion in which people have opportunities to do purpose-driven work that impacts customers, communities and co-workers globally.
On behalf of the board
..............................
Mr N C H Moodie
Director
Date: .............................................
- 2 -
GUMTREE.COM LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors present their annual report and audited financial statements for the year ended 31 December 2023.
Results and dividends
The results for the year are set out on page 10.
Dividend in specie were paid amounting to £72,307,594.
Ordinary interim dividends were paid amounting to £4,000,000.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr H Hurley
Mr N C H Moodie
Secretaries
The secretaries who held office during the period were as follows:
Elemental Company Secretary Limited
Supplier payment policy
The Company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).
The Company's current policy concerning the payment of trade creditors is to:
*
settle the terms of payment with suppliers when agreeing the terms of each transaction;
*
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
*
pay in accordance with the Company's contractual and other legal obligations.
Trade creditors of the Company at the year end were equivalent to 64 (2022: 51) days purchases, based on the average daily amount invoiced by suppliers during the year.
Political donations
There were no political donations for the year ended 31 December 2023 (2022: £0).
Financial instruments
The Company's operations expose it to a variety of financial risks that include the effects of changes in credit risk, liquidity risk and interest rate risk.
The Company has in place a risk management program that seeks to limit the possible adverse effects on the financial performance of the Company by monitoring levels of cash and performing a thorough appraisal of any potential new projects. The Company does not use derivative financial instruments or manage interest rate costs, and as such, no hedge accounting is applied.
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 Company's finance department implements the policies set by the directors. The department has specific guidelines agreed by the directors to manage interest rate risk, credit risk and circumstances where it would be appropriate to use financial instruments to manage these.
Foreign currency risk
The directors consider there is a low risk from foreign currency transactions due to their limited number. The amount of exposure to any individual counterparty is limited and is assessed continually.
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GUMTREE.COM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Credit risk
The Company has implemented policies that require appropriate credit checks on potential customers before onboarding new clients can be completed.
Research and development
The Company continues to invest in the design and layout of its websites. The directors regard the investment in research and development as integral to the continuing success of the business and ensuring the Company provides customers with websites that are easy to use.
Employee involvement
During the year, the policy of providing employees with information about the Company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Company's performance.
The Company gives full consideration to applications for employment from persons with disabilities where the requirements of the job can be adequately fulfilled by a person with disabilities. Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to employees with disabilities wherever appropriate.
Business relationships
In the strategic report, within the Section 172 (1) Statement on page 2, the directors have summarised how they have engaged with suppliers, customers and others in a business relationship.
Post reporting date events
On 30 April 2024 the share premium account of the Company was cancelled and the balance of £9,999,999 was credited to retained earnings account.
On 13 May 2024, the Company paid an interim dividend of £31,906,143.27, which was settled by debiting an existing inter-company receivable against its parent company.
On 28 June 2024 a further interim cash dividend of £3,000,000 was paid.
Future developments
The Company will continue with Search Engine Optimisation (SEO) and app development investment as well as growing onsite monetisation for business users.
Energy and carbon report
The Company has decided not to disclose the emissions, energy consumption or energy efficiency as they will be disclosed in the parent company's, Classified Group Limited, consolidated financial statements.
- 4 -
Statement of directors' responsibilities
- 5 -
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, comprising FRS 101 “Reduced Disclosure Framework”, 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;
*
state whether applicable United Kingdom Accounting Standards, comprising FRS 101 have been followed, subject to any material departures disclosed and explained in the financial statements; and
*
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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.
GUMTREE.COM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Statement of disclosure to auditors
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 auditors are 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 auditors are aware of that information.
Going concern
The financial statements have been prepared on a going concern basis. In preparing the financial statements the directors have taken into account all information that could reasonably be expected to be available for the following 12 months from the date of signing the financial statements and beyond.
The directors have considered the Company's performance in the year and up to the date of signing these financial statements, the net assets, future profits projected, amounts due to Group undertakings and the Company's ongoing cash requirements.
The directors have also considered the impending change in the Company's ownership structure. Following discussions that commenced in August 2022 and an intensive due diligence process over the past year, Classifieds Group Limited entered into a sale and purchase agreement on 2 September 2024 for the entire share capital of the Company with FE International Limited, an investment company led by pan-Asian private equity firm Ocean Link Partners and supported by Ocean Link's portfolio company 58.com. 58.com has grown to become one of the world's largest online marketplaces with a strong presence in China and a growing global footprint, serving over 400 million users with more than 1 billion unique listings. The transaction is expected to complete on 30 September 2024. Whilst the directors have every reason to believe that the purchaser will continue to support the Company and will not materially change its activities over the next 12 months, they are not party to the purchaser's detailed intentions. However, as noted above, the financial statements do not include any adjustments that would arise if the Company were unable to continue as a going concern.
As a result of the review of the factors described above, the directors are confident the Company has sufficient resources to continue as a going concern for at least 12 months from the date of signing these financial statements and on this basis, they consider that it is appropriate to prepare the financial statements on the going concern basis.
GUMTREE.COM LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
On behalf of the board
..............................
Mr N C H Moodie
Director
Date:
9/29/2024
2024-09-29
GUMTREE.COM LIMITED
Independent auditor's report
to the members of Gumtree.com Limited
Report on the audit of the financial statements
Opinion
In our opinion, Gumtree.com Limited's financial statements:
*
give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
*
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
*
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual report and financial statements (the “Annual Report”), which comprise: the statement of financial position as at 31 December 2023; the income statement and the statement of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Material uncertainty related to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 1 to the financial statements concerning the company's ability to continue as a going concern. On 2 September 2024, Classifieds Group Limited (the immediate parent company) entered into a sale and purchase agreement for the entire share capital of the Company, expected to complete on 30 September 2024. Should the sale complete within the going concern period, the directors are not party to the purchaser's detailed intentions, including financing arrangements. These conditions, along with the other matters explained in note 1 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company were unable to continue as a 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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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GUMTREE.COM LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GUMTREE.COM LIMITED
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' Report for the year ended 31 December 2023 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' Report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of directors' responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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.
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GUMTREE.COM LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GUMTREE.COM LIMITED
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to Companies Act 2006 and taxation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to fraudulent financial reporting, specifically the posting of inappropriate journal entries to manipulate financial results and potential management bias in accounting estimates. Audit procedures performed by the engagement team included:
*
Discussions with management and those charged with governance, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud;
*
Addressing the risk of management override of internal controls, including testing of journal entries (in particular, journal entries posted with an unusual account combination);
*
Challenging assumptions made by management in determining their judgements and accounting estimates; and
*
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://​www.frc.org.uk/​auditorsresponsibilities. This description forms part of our auditor's report.
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 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.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
*
we have not obtained all the information and explanations we require for our audit; or
*
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
*
certain disclosures of directors' remuneration specified by law are not made; or
*
the financial statements are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Louise Lazarus
(Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
Date: 29 September 2024
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GUMTREE.COM LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
2023
2022
Note
£000
£000
Revenue
3
59,609
68,820
Cost of sales
(2,095)
(1,641)
Gross profit
57,514
67,179
Administrative expenses
(40,865)
(53,609)
Operating profit
4
16,649
13,570
Finance income
7
426
23
Finance costs
8
(12)
(20)
Profit before taxation
17,063
13,573
Tax on profit
9
1,008
(1,196)
Profit and total comprehensive income for the financial year
18,071
12,377
The income statement has been prepared on the basis that all operations are continuing operations.
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GUMTREE.COM LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
2023
2022
Note
£000
£000
£000
£000
Non-current assets
Intangible assets
11
1,739
-
Property, plant and equipment
12
403
761
Right-of-use assets
12
1,005
1,822
Investments
13
-
72,308
3,147
74,891
Current assets
Trade and other receivables
14
35,927
26,280
Cash and cash equivalents
12,665
18,082
48,592
44,362
Current liabilities
15
(11,543)
(19,933)
Net current assets
37,049
24,429
Total assets less current liabilities
40,196
99,320
Non-current liabilities
15
-
(825)
Provisions for liabilities
Deferred tax liabilities
18
(321)
(383)
Net assets
39,875
98,112
Equity
Called up share capital
20
1
1
Share premium account
21
10,000
10,000
Retained earnings
29,874
88,111
Total equity
39,875
98,112
The notes on pages 13 to 28 form part of these financial statements.
The financial statements on pages 10 to 28 were approved by the board of directors and authorised for issue on
9/29/2024
29 September 2024
and are signed on its behalf by:
..............................
Mr N C H Moodie
Director
Company registration number 03934849
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GUMTREE.COM LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
Share capital
Share premium account
Retained earnings
Total
Note
£000
£000
£000
£000
Balance at 1 January 2022
1
10,000
75,734
85,735
Year ended 31 December 2022:
Profit and total comprehensive income for the financial year
-
-
12,377
12,377
Balance at 31 December 2022
1
10,000
88,111
98,112
Year ended 31 December 2023:
Profit and total comprehensive income for the financial year
-
-
18,071
18,071
Transactions with owners in their capacity as owners:
Dividends
10
-
-
(76,308)
(76,308)
Balance at 31 December 2023
1
10,000
29,874
39,875
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GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
Company information
Gumtree.com Limited is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, WC1N 3AX.  The Company's principal activities and nature of its operations are disclosed in the directors' report.
1.1
Accounting convention
The financial statements have been prepared in accordance with the Companies Act 2006 as applicable to companies using Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted, which have been applied consistently in all years presented, are set out below.
As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:
*
inclusion of an explicit and unreserved statement of compliance with IFRS;
*
presentation of a statement of cash flows and related notes;
*
disclosure of the objectives, policies and processes for managing capital;
*
disclosure of key management personnel compensation;
*
disclosure of the categories of financial instrument and the nature and extent of risks arising on these financial instruments;
*
the effect of financial instruments on the statement of comprehensive income;
*
comparative period reconciliations for the number of shares outstanding and the carrying amounts of property, plant and equipment, intangible assets, investment property and biological assets;
*
disclosure of the future impact of new International Financial Reporting Standards in issue but not yet effective at the reporting date;
*
a reconciliation of the number and weighted average exercise prices of share options, how the fair value of share-based payments was determined and their effect on profit or loss and the financial position;
*
comparative narrative information;
*
for financial instruments, investment property and biological assets measured at fair value and within the scope of IFRS 13, the valuation techniques and inputs used to measure fair value, the effect of fair value measurements with significant unobservable inputs on the result for the period and the impact of credit risk on the fair value; and
*
related party disclosures for transactions with the parent or wholly owned members of the group.
Where required, equivalent disclosures are given in the group accounts of Classifieds Group Limited. The group accounts of Classifieds Group Limited are available to the public and can be obtained as set out in note 25.
Gumtree.com Limited is a wholly owned subsidiary of Classifieds Group Limited and the results of Gumtree.com Limited are included in the consolidated financial statements of Classifieds Group Limited which are available from its registered office.
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GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
1.2
Going concern
The financial statements have been prepared on a going concern basis. In preparing the financial statements the directors have taken into account all information that could reasonably be expected to be available for the following 12 months from the date of signing the financial statements and beyond.true
The directors have considered the Company's performance in the year and up to the date of signing these financial statements, the net assets, future profits projected, amounts due to Group undertakings and the Company's ongoing cash requirements. As a result of this review, the directors are confident the Company has sufficient resources to continue as a going concern for at least 12 months from the date of signing these financial statements and on this basis, they consider that it is appropriate to prepare the financial statements on the going concern basis.
However, the directors have also considered the impending change in the Company's ownership structure. Following discussions that commenced in August 2022 and an intensive due diligence process over the past year, Classifieds Group Limited entered into a sale and purchase agreement on 2 September 2024 for the entire share capital of the Company with FE International Limited, an investment company led by pan-Asian private equity firm Ocean Link Partners and supported by Ocean Link's portfolio company 58.com. 58.com has grown to become one of the world's largest online marketplaces with a strong presence in China and a growing global footprint, serving over 400 million users with more than 1 billion unique listings. The transaction is expected to complete on 30 September 2024. Whilst the directors have every reason to believe that the purchaser will continue to support the Company and will not materially change its activities over the next 12 months, they are not party to the purchaser's detailed intentions, including financing arrangements.
The directors have therefore considered the circumstances described above and consider that the sale constitutes a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern.
1.3
Revenue
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Company recognises revenue when it transfers control of a product or service to a customer.
The Company recognises revenue from the following major sources:
*
Advertising
*
Onsite listing
*
Subscription fees
*
Intercompany revenue
The nature, timing of satisfaction of performance obligations and significant payment terms of the Company's major sources of revenue are as follows:
Advertising
Advertising revenues, net of discounts, on contracts are recognised as "impressions" (i.e., the number of times that an advertisement appears in pages viewed by users of our websites) are delivered, or as "clicks" (which are generated each time users on our websites click through our text-based advertisements to an advertiser's designated website) are provided to advertisers.
Onsite listing
Onsite revenue is invoiced when the listing are placed. The listing will only go live once the payment has been made. The revenue, net of discounts, is recognised over the period of the listing, on a straight line basis, which is when the performance obligations have been satisfied.
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GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
Subscription fees
Businesses enter into a contract for a period of time which allows them to use the platform. Revenue is invoiced periodically and is recognised, net of discounts, over the contract term. Any discounts or free periods are spread over the whole period when recognising the revenue.
The performance obligations are satisfied over the period of the contract.
Intercompany revenue
Intercompany revenue for leads is recognised on a monthly basis based on the number of qualified leads delivered in the month. This is invoiced monthly in arrears.
1.4
Intangible assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
*
Development costs 20% per annum
Intangible assets are recorded based on development time spent by both FTE and 3rd party vendors working on software development.
1.5
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Right-of-use assets
Over 5 years or over the term of the lease
Leasehold improvements
Over 5 years or over the term of the lease
Fixtures and fittings
33% per annum
Computers
33% per annum
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.6
Investment in subsidiaries
Interests in subsidiaries 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.
- 15 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
1.7
Impairment of tangible and intangible assets
At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.
1.8
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.9
Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets are initially measured at fair value plus transaction costs.
Financial assets held at amortised cost
Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.10
Financial liabilities
The Company recognises financial debt when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as 'other financial liabilities'.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's obligations are discharged, cancelled, or they expire.
- 16 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
1.11
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.
Dividend in specie are recognised at the carrying value of the assets exchanged.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
- 17 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
1.15
Leases
At inception, the Company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.16
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.
- 18 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The directors consider there are no significant judgements of estimates.
3
Revenue
2023
2022
£000
£000
Revenue analysed by class of business
Advertising
9,139
10,628
Onsite listing
10,312
11,274
Subscription fees
35,658
46,918
Intercompany revenue
4,500
-
59,609
68,820
All revenue is driven by UK operations.
4
Operating profit
2023
2022
£000
£000
Operating profit for the year is stated after charging:
Exchange losses
93
122
Research and development costs
3,976
4,635
Fees payable to the Company's auditors for the audit of the Company's financial statements
77
55
Depreciation of property, plant and equipment- owned assets
430
348
Depreciation of property, plant and equipment- right of use assets
817
817
Amortisation of intangible assets (included within administrative expenses)
15
-
Impairment loss recognised on trade receivables
470
660
- 19 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
5
Employees
The average monthly number of persons (including directors) employed by the Company during the year was:
2023
2022
Number
Number
Management
4
3
Sales
36
29
Customer support
3
2
Technology
47
38
Operations
29
36
Total
119
108
Their aggregate remuneration comprised:
2023
2022
£000
£000
Wages and salaries
9,556
9,960
Social security costs
1,536
1,159
Other pension costs
633
593
11,725
11,712
6
Directors' remuneration
2023
2022
£000
£000
Remuneration for qualifying services
455
454
Company pension contributions to defined contribution schemes
26
25
481
479
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 4).
Remuneration disclosed above include the following amounts paid to the highest paid director:
2023
2022
£000
£000
Remuneration for qualifying services
238
228
Company pension contributions to defined contribution schemes
16
6
- 20 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Finance income
2023
2022
£000
£000
Interest income
Interest on bank deposits
394
12
Other interest income
32
11
Total income
426
23
8
Finance costs
2023
2022
£000
£000
Interest on financial liabilities measured at amortised cost:
Interest on lease liabilities
12
20
9
Tax on profit
2023
2022
£000
£000
Current tax
Adjustments in respect of prior periods
(945)
585
Deferred tax
Origination and reversal of temporary differences
393
(53)
Adjustment in respect of prior periods
(456)
664
(63)
611
Total tax (credit)/charge
(1,008)
1,196
On 1 April 2023 the UK Corporation tax rate for Companies with profits over £250,000 increased from 19% to 25%.
- 21 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Tax on profit
9
(Continued)
The (credit)/​charge for the year can be reconciled to the profit per the income statement as follows:
2023
2022
£000
£000
Profit before taxation
17,063
13,573
Expected tax charge based on a corporation tax rate of 23.50% (2022: 19.00%)
4,010
2,579
Effect of expenses not deductible in determining taxable profit
6
-
Adjustment in respect of prior years
(945)
585
Effect of change in UK corporation tax rate
25
(15)
Group relief
(2,698)
(1,435)
Permanent capital allowances in excess of depreciation
(1)
(40)
Depreciation on assets not qualifying for tax allowances
-
3
Research and development tax credit
(949)
(1,145)
Deferred tax adjustments in respect of prior years
(456)
664
Taxation (credit)/charge for the year
(1,008)
1,196
10
Dividends
2023
2022
2023
2022
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£000
£000
Ordinary shares
Ordinary interim dividend paid
38.00
-
4,000
-
Dividend in specie voted
686.92
-
72,308
-
724.92
-
76,308
-
11
Intangible fixed assets
Development costs
£000
Cost
At 1 January 2023
-
Additions
1,754
Transfers
53
At 31 December 2023
1,807
- 22 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Intangible fixed assets
11
(Continued)
Development costs
£000
Amortisation
Charge for the year
15
Transfers
53
At 31 December 2023
68
Carrying amount
At 31 December 2023
1,739
12
Property, plant and equipment
Right-of-use assets
Leasehold improvements
Fixtures and fittings
Computers
Total
£000
£000
£000
£000
£000
Cost
At 1 January 2023
3,061
1,415
248
2,534
7,258
Additions
-
-
12
60
72
Transfers
-
-
-
(53)
(53)
At 31 December 2023
3,061
1,415
260
2,541
7,277
Accumulated depreciation
At 1 January 2023
1,239
1,413
248
1,775
4,675
Charge for the year
817
1
2
427
1,247
Transfers
-
-
-
(53)
(53)
At 31 December 2023
2,056
1,414
250
2,149
5,869
Carrying amount
At 31 December 2023
1,005
1
10
392
1,408
At 31 December 2022
1,822
2
-
0
759
2,583
Property, plant and equipment includes right-of-use assets, as follows:
Right-of-use assets
2023
2022
£000
£000
Net values
Property
1,005
1,822
Depreciation charge for the year
Property
817
817
- 23 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Investments
Current
Non-current
2023
2022
2023
2022
£000
£000
£000
£000
Investments in subsidiaries
-
-
-
72,308
Due to the group restructure, Motors.co.uk Limited is no longer owned by Gumtree.com Limited and is now owned by Classifieds Group Limited, the parent of Gumtree.com Limited. This was transferred via a dividend in specie on 3rd October 2023 as per note 10.
Movements in non-current investments
Shares in subsidiaries
£000
Cost or valuation
At 1 January 2023
72,308
Disposals
(72,308)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
72,308
14
Trade and other receivables
2023
2022
£000
£000
Trade receivables
2,228
6,167
Provision for bad and doubtful debts
(1,479)
(3,170)
749
2,997
Corporation tax recoverable
573
-
Amounts owed by subsidiary undertakings
-
16,519
Amounts owed by fellow group undertakings
31,292
-
Other receivables
125
93
Prepayments and accrued income
3,188
6,671
35,927
26,280
The amounts owed by group undertakings are unsecured, interest free and payable on demand. Due to the group restructure noted in note 13 the balance due from Motors.co.uk Limited was included as a subsidiary in 2022 and is now a fellow subsidiary in 2023.
A balance of £5,000,359 relating to accrued income previously included in trade receivables, has been represented in prepayments and accrued expenses.
- 24 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
15
Current and non-current liabilities
Current
Non-current
2023
2022
2023
2022
Note
£000
£000
£000
£000
Trade and other payables
16
10,084
17,157
-
-
Corporation tax
-
570
-
-
Other taxation and social security
634
1,389
-
-
Lease liabilities
17
825
817
-
825
11,543
19,933
-
825
16
Trade and other payables
2023
2022
£000
£000
Trade payables
5,163
6,216
Accruals and deferred income
4,809
10,756
Other payables
112
185
10,084
17,157
17
Lease liabilities
2023
2022
Maturity analysis
£000
£000
Within one year
830
830
In two to five years
-
830
Total undiscounted liabilities
830
1,660
Future finance charges and other adjustments
(5)
(18)
Lease liabilities in the financial statements
825
1,642
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2023
2022
£000
£000
Current liabilities
825
817
Non-current liabilities
-
0
825
825
1,642
- 25 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
(Continued)
17
Lease liabilities
2023
2022
Amounts recognised in profit or loss include the following:
£000
£000
Interest on lease liabilities
12
20
Other leasing information is included in note 22.
18
Deferred tax liabilities
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.
ACAs
Retirement benefit obligations
Total
£000
£000
£000
Asset at 1 January 2022
(227)
-
0
(227)
Deferred tax movements in prior year
Charge to profit or loss
635
(25)
610
Liability at 31 December 2022
408
(25)
383
Deferred tax movements in current year
Charge/(credit) to profit or loss
(73)
11
(62)
Liability at 31 December 2023
335
(14)
321
19
Retirement benefit schemes
2023
2022
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
633
593
The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.
Contributions totalling £102k (2022: £182k) were payable at the year end and are included in creditors.
- 26 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary shares of 1p each
105,264
105,264
1
1
The Company has one class of ordinary shares which carry no right to fixed income.
21
Share premium account
2023
2022
£000
£000
At the beginning and end of the year
10,000
10,000
22
Other leasing information
Lessee
Operating lease payments represent rentals payable by the company for properties.
Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:
2023
2022
£000
£000
Depreciation of right-of-use assets
817
817
Interest on lease liabilities
12
20
Summary of lease terms and discount rate at 31 December 2023 and 2022
2023
2022
Weighted average remaining lease term
1.25 years
2.25 years
Weighted average discount rate
0.93%
0.93%
Supplemental information for the year ended 31 December 2023 and 2022
2023
2022
£000
£000
Operating cash flow from leases
830
622
Information relating to lease liabilities is included in note 17.
23
Capital commitments
The Company had no capital commitments at the year end (2022: £nil).
- 27 -
GUMTREE.COM LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
24
Events after the reporting date
On 30 April 2024 the share premium account of the Company was cancelled and the balance of £9,999,999 was credited to retained earnings account.
On 13 May 2024, the Company paid a dividend of £31,906,143.27, which was settled by debiting an existing inter-company receivable against its parent company.
On 28 June 2024 a further cash dividend of £3,000,000 was paid.
25
Controlling party
The Company is a wholly owned subsidiary of Classifieds Group Limited, registered in England and Wales. which is the immediate parent company.
Novum Capital Special Opportunities Fund II GmbH & Co KG, Germany, together with Gumtree Holdco LLC, Delaware, USA is the ultimate parent company and ultimate controlling party.
Classifieds Group Limited is the largest group to consolidate these financial statements. The registered office of Classifieds Group Limited is 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX. A copy of the consolidated accounts are available from Companies House on request.
26
Auditor's liability limitation agreement
The directors have agreed with the Company's auditors that the auditor's liability to damages for breach of duty in relation to the audit of the Company's financial statements for the year to 31 December 2023 should be limited to the greater of £5m or 5 times the auditor's fees, and that in any event the auditor's liability for damages should be limited to that part of any loss suffered by the Company as is just and equitable having regard to the extent to which the auditor, the Company and any third parties are responsible for the loss in question. The shareholders approved this limited liability agreement, as required by the Companies Act 2006, by a resolution dated 4 December 2023.
- 28 -
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