Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31provision of advertising and media servicestrue12truetruetruetruetruetruetrue2023-01-01falsefalse12true 08136519 2023-01-01 2023-12-31 08136519 2022-01-01 2022-12-31 08136519 2023-12-31 08136519 2022-12-31 08136519 2022-01-01 08136519 5 2023-01-01 2023-12-31 08136519 5 2022-01-01 2022-12-31 08136519 7 2023-01-01 2023-12-31 08136519 7 2022-01-01 2022-12-31 08136519 d:CompanySecretary1 2023-01-01 2023-12-31 08136519 d:Director1 2023-01-01 2023-12-31 08136519 d:Director2 2023-01-01 2023-12-31 08136519 d:RegisteredOffice 2023-01-01 2023-12-31 08136519 e:PlantMachinery 2023-01-01 2023-12-31 08136519 e:OfficeEquipment 2023-01-01 2023-12-31 08136519 e:OfficeEquipment 2023-12-31 08136519 e:OfficeEquipment 2022-12-31 08136519 e:OfficeEquipment e:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 08136519 e:CurrentFinancialInstruments 2023-12-31 08136519 e:CurrentFinancialInstruments 2022-12-31 08136519 e:CurrentFinancialInstruments e:WithinOneYear 2023-12-31 08136519 e:CurrentFinancialInstruments e:WithinOneYear 2022-12-31 08136519 e:ReportableOperatingSegment1 2023-01-01 2023-12-31 08136519 e:ReportableOperatingSegment1 2022-01-01 2022-12-31 08136519 e:ReportableOperatingSegment2 2023-01-01 2023-12-31 08136519 e:ReportableOperatingSegment2 2022-01-01 2022-12-31 08136519 f:UnitedKingdom 2023-01-01 2023-12-31 08136519 f:UnitedKingdom 2022-01-01 2022-12-31 08136519 e:UKTax 2023-01-01 2023-12-31 08136519 e:UKTax 2022-01-01 2022-12-31 08136519 e:ShareCapital 2023-12-31 08136519 e:ShareCapital 2022-12-31 08136519 e:ShareCapital 2022-01-01 08136519 e:SharePremium 2023-01-01 2023-12-31 08136519 e:SharePremium 2023-12-31 08136519 e:SharePremium 2022-12-31 08136519 e:SharePremium 2022-01-01 08136519 e:OtherMiscellaneousReserve 2023-01-01 2023-12-31 08136519 e:OtherMiscellaneousReserve 2023-12-31 08136519 e:OtherMiscellaneousReserve 2022-12-31 08136519 e:OtherMiscellaneousReserve 2022-01-01 08136519 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 08136519 e:RetainedEarningsAccumulatedLosses 2023-12-31 08136519 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 08136519 e:RetainedEarningsAccumulatedLosses 2022-12-31 08136519 e:RetainedEarningsAccumulatedLosses 2022-01-01 08136519 e:AcceleratedTaxDepreciationDeferredTax 2023-12-31 08136519 e:AcceleratedTaxDepreciationDeferredTax 2022-12-31 08136519 e:TaxLossesCarry-forwardsDeferredTax 2023-12-31 08136519 e:TaxLossesCarry-forwardsDeferredTax 2022-12-31 08136519 d:OrdinaryShareClass1 2023-01-01 2023-12-31 08136519 d:OrdinaryShareClass1 2023-12-31 08136519 d:OrdinaryShareClass1 2022-12-31 08136519 d:FRS101 2023-01-01 2023-12-31 08136519 d:Audited 2023-01-01 2023-12-31 08136519 d:FullAccounts 2023-01-01 2023-12-31 08136519 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 08136519 2 2023-01-01 2023-12-31 08136519 e:FinanceLeases e:WithinOneYear 2023-12-31 08136519 e:FinanceLeases e:WithinOneYear 2022-12-31 08136519 g:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure


Registered number: 08136519












HOT POT DIGITAL LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

HOT POT DIGITAL LTD

CONTENTS



Page
Company information
 
1
Directors' report
 
2
Directors' responsibilities statement
 
3
Independent auditor's report
 
4 - 7
Profit and loss account
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 24


 

HOT POT DIGITAL LTD
 
COMPANY INFORMATION


Directors
C Kurtzke 
J D Smith 




Company secretary
Fieldfisher Secretaries Limited



Registered number
08136519



Registered office
Seventh Floor
1 Kingsway

London

United Kingdom

WC2B 6XD




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

HOT POT DIGITAL LTD

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Results and dividends

The loss for the year, after taxation, amounted to £583,170 (2022 - loss £310,890).

The directors have not declared a dividend during the year or the prior year.

Directors

The directors who served during the year were:

C Kurtzke 
J D Smith 

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





J D Smith
Director

Date: 4 October 2024

Page 2

 

HOT POT DIGITAL LTD
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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 judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 3

 

HOT POT DIGITAL LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT DIGITAL LTD
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of Hot Pot Digital Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 4

 

HOT POT DIGITAL LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT DIGITAL LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 5

 

HOT POT DIGITAL LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT DIGITAL LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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:
 
the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; 
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, and taxation and employment legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
To address the risk of fraud through management bias and override of controls we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation; and
enquiring of management as to actual and potential litigation and claims.
 
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
 
Page 6

 

HOT POT DIGITAL LTD

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT POT DIGITAL LTD (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's responsibilities for the audit of the financial statements (continued)
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they
may involve deliberate concealment or collusion.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.


Use of our report
 

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an 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.





Thomas Dickinson (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
10 October 2024
Page 7

 

HOT POT DIGITAL LTD
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
1,100,127
1,406,556

Cost of sales
  
(563,506)
(761,352)

Gross profit
  
536,621
645,204

Administrative expenses
  
(1,174,099)
(971,258)

Other operating income
  
76,764
-

Operating loss
 5 
(560,714)
(326,054)

Interest receivable and similar income
  
374
-

Interest payable and similar expenses
  
(21,425)
(8)

Loss before taxation
  
(581,765)
(326,062)

Tax on loss
 8 
(1,405)
15,172

Loss for the financial year
  
(583,170)
(310,890)

The profit and loss account has been prepared on the basis that all activities are continuing operations.
There are no items of other comprehensive income for either the year or the prior year other than the loss for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 8


 
REGISTERED NUMBER:08136519
HOT POT DIGITAL LTD

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Fixed assets
  

Tangible assets
 9 
1,758
4,691

Current assets
  

Debtors: amounts falling due within one year
 10 
146,445
369,950

Cash at bank and in hand
 11 
85,955
136,245

  
232,400
506,195

Creditors: amounts falling due within one year
 12 
(630,855)
(324,413)

Net current (liabilities)/assets
  
 
 
(398,455)
 
 
181,782

Total assets less current liabilities
  
(396,697)
186,473

  

  

  

Net (liabilities)/assets
  
(396,697)
186,473


Capital and reserves
  

Called up share capital 
 14 
5
5

Share premium account
 15 
10
10

Other reserves
 15 
493,743
493,743

Profit and loss account
 15 
(890,455)
(307,285)

Total equity
  
(396,697)
186,473




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




J D Smith
Director

Date: 4 October 2024

The notes on pages 11 to 24 form part of these financial statements.

Page 9

 

HOT POT DIGITAL LTD

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
5
10
493,743
3,605
497,363



Loss for the year
-
-
-
(310,890)
(310,890)



At 31 December 2022 and 1 January 2023
5
10
493,743
(307,285)
186,473



Loss for the year
-
-
-
(583,170)
(583,170)


At 31 December 2023
5
10
493,743
(890,455)
(396,697)


The notes on pages 11 to 24 form part of these financial statements.

Page 10

 

HOT POT DIGITAL LTD

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

1.


General information

Hot Pot Digital Limited is a private company limited by shares and is incorporated in England and Wales. The registered office and principal place of business is Seventh Floor, 1 Kingsway, London, United Kingdom, WC2B 6XD.
The company's principal activity consist of the provision of advertising and media services.
The financial statements are presented in Sterling (£) which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The company was, at the end of the year, a wholly-owned subsidiary of Hot Pot Group Limited, whose registered address is North Suite Third Floor, 32/34 Great Marlborough Street, London, United Kingdom, W1F 7JB. The ultimate parent undertaking and for which group financial statements are drawn up and of which the company is a member is Together Group Holdings PLC, whose registered office is at North Suite Third Floor, 32/34 Great Marlborough Street, London, United Kingdom, W1F 7JB.

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements as permitted by FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers;
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraph 73(e) of IAS 16 Property, Plant and Equipment;
the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 40A to 40D, 111 and 134 to 136 of IAS 1 Presentation of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures; and
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.

Page 11

 

HOT POT DIGITAL LTD

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

2.Accounting policies (continued)

 
2.3

Going concern

The directors of the controlling entity, Together Group Holdings Plc, have prepared forecasts until 31 December 2025 which show that the Group will have sufficient cash available from a combination of existing facilities and generated from its principal trading activity in order to settle liabilities in the due course of business and will maintain compliance with covenants with the borrowing facilities (a $55m borrowing facility entered into on 7 April 2023 which is due for repayment in quarterly instalments commencing on 31 March 2025 and a $65m borrowing facility entered into on 19 May 2024 which is due for repayment on 19 October 2029).
 
Group management has performed sensitivity analysis on these forecasts which show that if growth, which is forecast by the Group’s acquired agencies, were not achieved in the timeframe which is expected the Group would continue to maintain compliance with its borrowing covenants. 
 
The directors of the company have received a letter of support from the controlling entity, Together Group Holdings Plc, which confirms that it will provide financial support to the company for a period of at least twelve months from the date of approval of the financial statements if it were necessary. 
 
Accordingly, the directors have prepared the financial statements on the going concern basis, notwithstanding the fact that the company has a deficiency on total equity at the end of the year, having assessed that the Group and the company has a reasonable expectation of continuing to settle liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Revenue from providing services is recognised in the accounting period in which the services are rendered. Revenue is adjusted for amounts invoiced to customers in advance or arrears at both the beginning and end of the year, such that the revenue is recognised in line with the performance obligations under the contract.
Amounts invoiced to customers in advance of services being provided are included within deferred income until the promised services are transferred to the customer. Services provided to customers in advance of being invoiced are recognised within receivables until the invoices are raised to the customer. The company does not expect to have any contracts where the period between the transfer of the promised services to the customer and payment by the customer exceeds one year. As a consequence, the company does not adjust any of the transaction prices for the time value of money.
Pass through costs
Gross revenue comprises all amounts received and receivable exclusive of rebates, value added tax and other sales taxes. Pass-through costs incurred on behalf of clients where the group is acting as agent for the delivery of the recharged services form part of revenue presented in the financial statements. The underlying costs are included within cost of sales.

Page 12

 

HOT POT DIGITAL LTD

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

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is Sterling (£).

Transactions and balances

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

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

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign exchange gains and losses are presented in the profit and loss account within 'administrative expenses'.

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. 

 
2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.9

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.10

Tangible fixed assets

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

Page 13

 

HOT POT DIGITAL LTD

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

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Plant and machinery
-
3 years
Office equipment
-
5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.12

Financial instruments

The company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The company's accounting policies in respect of financial instruments transactions are explained below:
Financial assets and financial liabilities are initially measured at fair value.
Financial assets
All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.
Trade and other receivables
Trade and other receivables where payment is due within one year do not constitute a financing transaction and are recorded at the undiscounted amount expected to be received, less attributable transaction costs. Any subsequent impairment is recognised as an expense in profit or loss. If payment is due after more than one year or if there is any other indication of a financing transaction, trade and other receivables are recorded initially at fair value less attributable transaction costs. In this situation, fair value is equal to the amount expected to be received, discounted at a market related interest rate.
All trade and other receivables are subsequently measured at amortised cost, net of impairment.

Page 14

 

HOT POT DIGITAL LTD

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

2.Accounting policies (continued)

  
2.12

Financial instruments (continued)

Impairment and write-off of financial assets
The company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables.
The company writes off a receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables, when the amounts are over one year past due, whichever occurs sooner. Financial assets written off are still subject to enforcement activities. Any recoveries made are recognised in profit or loss.
Financial Liabilities
Trade and other payables
Trade and other payables are initially recognised at fair value less attributable transaction costs. They are subsequently measured at amortised cost.

  
2.13

The company as a lessee

The company has elected to apply the practical expedient not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The lease payments associated with these leases are recognised in administrative expenses on a straight line basis over the lease term.

Page 15

 

HOT POT DIGITAL LTD

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

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 16

 

HOT POT DIGITAL LTD

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

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, that management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
Impairment of trade receivables
The company makes an estimate of the recoverable value of trade and other receivables. When assessing impairment of trade and other receivables, management considers factors including the credit rating of the receivable, the ageing profile of receivables and historical experience. The company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for all trade receivables. See note 10 for the net carrying amount of the receivables and associated impairment provision.
Impairment of intercompany receivables
The company makes an estimate of the recoverable value of intercompany receivables. When assessing impairment of intercompany receivables, information utilised by management for this assessment includes counter party forecasts, information on current market conditions affecting the counterparty, and the expected mechanism for recovering the balance. See note 10 for the net carrying amount of the intercompany receivables. 


4.


Turnover

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


2023
2022
£
£

Provision of media and advertising services
835,118
1,058,625

Media services
265,009
347,931

1,100,127
1,406,556


2023
2022
£
£

United Kingdom
1,100,127
1,406,556


All turnover arose within the United Kingdom.

Page 17

 

HOT POT DIGITAL LTD

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

5.


Operating loss

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

2023
2022
£
£

Depreciation of tangible fixed assets
3,948
3,036

Expense for short-term leases
91,312
64,890

Impairment of amounts owed by group undertakings
140,817
69,180

Exchange differences
63,925
(12,247)

Defined contribution pension cost
26,412
28,907

Fees payable to the company's auditor for the audit of the company's financial statements
16,000
15,000

The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.


6.


Employees

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


2023
2022
£
£

Wages and salaries
500,732
553,187

Social security costs
65,735
66,893

Cost of defined contribution scheme
26,412
28,907

592,879
648,987


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


        2023
        2022
            No.
            No.







Directors
2
2



Employees
10
10

12
12

Page 18

 

HOT POT DIGITAL LTD

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

7.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
120,000
120,000

Company contributions to defined contribution pension schemes
12,000
12,000

132,000
132,000


Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the company. There are no members of key management personnel for the company besides the directors.


8.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year/period
-
284

Adjustments in respect of previous periods
-
(13,856)


-
(13,572)


Total current tax
-
(13,572)

Deferred tax


Origination and reversal of timing differences
1,405
(1,600)

Total deferred tax
1,405
(1,600)


Taxation on profit/(loss) on ordinary activities
1,405
(15,172)
Page 19

 

HOT POT DIGITAL LTD

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
8.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Loss on ordinary activities before tax
(581,765)
(326,062)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(133,780)
(61,952)

Effects of:


Expenses not deductible for tax purposes, other than depreciation
17,766
13,440

Capital allowances for year in excess of depreciation
675
181

Adjustments to tax charge in respect of prior periods
-
(13,856)

Short-term timing difference leading to a decrease in taxation
875
(208)

Losses surrendered for group relief
-
48,539

Other differences leading to a decrease in the tax charge
115,869
(1,316)

Total tax charge for the year
1,405
(15,172)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 

HOT POT DIGITAL LTD

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

9.


Tangible fixed assets





Office equipment

£



Cost 


At 1 January 2023
16,334


Additions
4,459


Disposals
(16,689)



At 31 December 2023

4,104



Depreciation


At 1 January 2023
11,643


Charge for the year
3,948


Disposals
(13,245)



At 31 December 2023

2,346



Net book value



At 31 December 2023
1,758



At 31 December 2022
4,691

Page 21

 

HOT POT DIGITAL LTD

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

10.


Debtors

2023
2022
£
£


Trade debtors
74,505
125,058

Amounts owed by group undertakings
-
139,724

Other debtors
-
17,887

Prepayments and accrued income
35,729
49,665

Tax recoverable
36,211
36,211

Deferred taxation
-
1,405

146,445
369,950


Trade debtors are stated after provisions for expected credit losses of £nil (2022: £nil).
Amounts owed by group undertakings are unsecured, interest-free, have no fixed date for repayment and are repayable on demand. They are stated after provisions for expected credit losses of £670,009 (2022: £529,192).
Included within other debtors is £nil (2022: £11,779) receivable from a director.


11.


Cash

2023
2022
£
£

Cash at bank and in hand
85,955
136,245



12.


Creditors: amounts falling due within one year

2023
2022
£
£

Other loans
422,425
-

Trade creditors
28,997
9,421

Amounts owed to group undertakings
17,229
-

Other taxation and social security
66,686
54,894

Other creditors
2,795
3,964

Accruals and deferred income
92,723
256,134

630,855
324,413


Included within other loans are amounts owed to group undertakings totalling £422,425 (2022: £nil) which are unsecured, repayable on demand and incur interest at 7.5%.
Amounts owed to group undertakings shown above totalling £15,699 (2022: £nil) are interest-free, unsecured and repayable on demand.

Page 22

 

HOT POT DIGITAL LTD

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

13.


Deferred taxation




2023
2022


£

£






At beginning of year
1,405
(195)


Charged to profit or loss
(1,405)
1,600



At end of year
-
1,405

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
-
652

Tax losses carried forward
-
753

-
1,405


14.


Share capital

2023
2022
£
£
Authorised, allotted, called up and fully paid



522 (2022 - 522) Ordinary shares of £0.01 each
5
5

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



15.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Other reserves

Other reserves are made up of a capital contribution by the company's parent.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Page 23

 

HOT POT DIGITAL LTD

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

16.


Pension commitments

The company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the company  in an independently administered fund. The pension cost charge represents contributions payable by the company  to the fund and amounted to £26,412 (2022: £28,907). Contributions totalling £2,625 (2022: £3,964) were payable to the fund at the balance sheet date and are included in creditors.


17.


Commitments under short-term leases

At 31 December 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
-
12,000


18.


Contingent liability

The company's assets have been secured against bank borrowings of a group undertaking. The company is a cross guarantor for borrowings of a group undertaking. The balance at the period end was $55,000,000.


19.


Related party transactions

As permitted by FRS 101, the company has taken advantage of the exemption contained in IAS 24 Related Party Disclosures not to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly-owned by such a member.


20.


Controlling party

The immediate parent undertaking is Hot Pot Group Limited. The parent's registered office is North Suite Third Floor, 32/34 Great Marlborough Street, London, United Kingdom, W1F 7JB.
The ultimate parent undertaking and controlling party is Together Group Holdings PLC, a company incorporated in England & Wales. Consolidated financial statements are prepared, and are available to the public from Companies House, Crown Way, Cardiff, CF14 3UZ.
 
Page 24