Company registration number 04388827 (England and Wales)
UK WEB MEDIA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
UK WEB MEDIA LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 25
UK WEB MEDIA LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 AUGUST 2023
- 1 -
The directors present their Strategic Report together with the audited financial statements for the period ended 31 August 2023.
Business model
UK Web Media Limited ('the Company;) switches customers in the domestic telecoms market. Customers switching are directed to the Company's own websites and offline capability, either via Partner sites and marketing or via Supplier agreements. Customers complete the switch on our platform which the Company passes onto the telecoms suppliers or directly onto the suppliers’ own sites. The telecoms supplier pays UK Web Media Limited a finder's fee for the customer and where relevant, part of that payment is paid on to Partners to cover their costs.
Business review
This set of accounts show numbers for the 17 months period, as compared to FY22 which is a 12 months period.
Revenue during the current period has been boosted by the growth in our core accounts. Sky saw a number of new income streams come on line, plus the launch of Sky Stream boosted sales. Our marketing performance has improved with better conversion of leads occurring at the end of the financial period.
The steps outlined in the FY22 accounts on controlling the gross margin have been enacted. Given the increase in volume, it is pleasing to see that our call centre and marketing costs have been kept under control which has allowed our Gross Profit percentage to improve to 27.01% (23.32%).
Overall the directors expect growth to continue for the Company in the foreseeable future.
Business trends
During the financial year, UK Web Media Limited has seen an increase in customers switching and the start of improved conversion, driven by market conditions and potentially better consumer markets. The Company has also seen a continued increase in sales coming from our major supplier agreements. We expect this trend to continue into FY24.
Business risks and opportunities
The business is focused on the telecoms (broadband and TV) market.
Consumer interest in switching telecoms supplier is both seasonal and price change driven, however with the increased political and media interest In telecoms costs demand remains strong. UK Web Media Limited's continued investment in new technological and communication equipment means that the Company is able to take full advantage of rapid increases in demand. Also, the Company's strategy of developing its internet, inbound voice and outbound voice channels allows the stimulation of demand during periods of low consumer interest. The Company's objectives are to have the highest quality call centres - dealing with our own and partners' customers, the highest quality supplier management and partner management.
UK WEB MEDIA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 2 -
Principal risks and uncertainties
The directors consider the following to be the principal risks and uncertainties impacting the Company:
Liquidity risk
The Company continues to manage its cash flows. Funds are pooled with other members of the group headed by Comparison Technologies Limited (the "Group") and cash flow is monitored by the directors on a regular basis. We have an asset finance agreement with Bibby Financial Services and to reduce the cost of charges the business tries to reduce the cash holding of the business, thereby reducing the actual amount borrowed against the facility.
Price risk
Customer acquisition prices are sustainable as they are based on contracts and long term relationships: so this risk is low.
Credit risk
At any point the Company has a substantial debtor and accrued revenue on its Balance Sheet, the suppliers that this relates to are large UK companies and so the directors view the risk of a default in these as relatively low.
Brexit
All of the Company's sales are intra UK, therefore whilst the directors can see that the uncertainty of trading post Brexit might have some impact on the suppliers (i.e. late delivery of hardware), it will have limited impact on the Company's ability to trade with UK customers. The risk is viewed as negligent.
Climate change/inflation
There is a possible risk to the business from increased energy costs either as a result of the war in Ukraine or as a result of moving to a more green energy solution. This scenario, along with a rise in general inflation, reduces the available free income for consumers and so could impact sales of our Suppliers products. Whilst this is a possible risk the directors believe that consumers restrict other spend categories first and so this risk is viewed as low.
Key performance indicators
It is the Company's objective to manage its financial risks so as to minimise any adverse fluctuations and maximise cash flow whilst ensuring the Company has sufficient liquid resources to meet the operating needs of the business.
We consider the key financial performance indicators of the Company to be turnover and the gross profit margin.
Turnover on our core business has increased by 64.7% on the previous financial year, adjusting for the 12 month period then turnover has increased by c 15%. The overall gross profit margin has moved to 27.0% for 2023 compared with 23.3% in 2022, as outlined in our business review.
UK WEB MEDIA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 3 -
Financial position
The financial position remains strong and in line with the directors' expectations. Net assets have increased from £6,010,741 as at 31 March 2022 to £8,071,681 as at 31 August 2023 and the turnover of the Company has increased from £17,988,142 in 2022 to £29,627,766 in 2023. As outlined above, adjusting for the period difference this represents an increase of c.15% compared to growth of 0.01% in the prior year. Profit before tax is reported for the year ended 31 August 2023 at £1,864,008 (2022 £2,121,512).
Going concern
The directors have adopted the going concern basis in preparing these financial statements.
The Company is part of the Comparison Technologies Limited Group ("the Group") which has undergone significant financial restructuring as part of a change in ownership in 2023.
The directors based on detailed financial projections, are of the opinion that the Group has adequate working capital to continue as a going concern for a period of at least 12 months from the approval of these financial statements. The cashflow projections have been subjected to sensitivity analysis at the revenue and cost levels.
The Company is part of a wider group finance arrangement (asset financing). This agreement was renewed for a minimum term of 12 months from the date of 08.10.2024 with 3 months notice needed thereafter. However, current cashflow projections indicate that funding from the facility will not be needed post December 2024.
Current trading of the group is strong and the directors have confidence in contracts with key partners and with market demand. The group also has new business opportunities and products in the pipeline which also contribute to the confidence in the going concern of the group.
Mr P F Callander
Director
18 November 2024
UK WEB MEDIA LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 AUGUST 2023
- 4 -
The directors present their annual report and financial statements for the period ended 31 August 2023.
Results and dividends
The profit for the year, after taxation, amounted to £2,060,940 (2022: £2,080,623).
The directors did not pay a dividend during the year to its immediate parent company, Comparison Technologies Limited (2022: £nil).
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr P F Callander
J P W Harwood
M J White
(Appointed 14 July 2023)
M N Holmes
(Appointed 14 July 2023)
J L Harris
(Resigned 14 July 2023)
Financial risk management
The directors monitor the below principal risks of the company carefully through a framework of procedures and internal controls.
The directors have chosen, in accordance with section 414C(11) of the Companies Act 2006, to set out in the Strategic Report information related to financial instrument risks. The directors consider these to be principal risks and uncertainties for the company.
Research and development
The company undertook research and development activities during the year to further invest in the product function to enable further technological developments to the platform.
Future developments
The company intends to continue to sucessfully provide telecoms services to key suppliers and partners. Our future plans include expanding geographically within the same sectors.
Auditor
Azets Audit Services were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Mr P F Callander
Director
18 November 2024
UK WEB MEDIA LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 AUGUST 2023
- 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 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 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
UK WEB MEDIA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF UK WEB MEDIA LIMITED
- 6 -
Opinion
We have audited the financial statements of UK Web Media Limited (the 'company') for the period ended 31 August 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 August 2023 and of its profit for the period 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.
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 UK, including the FRC’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.
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 report. Our 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
• the information given in the strategic report and the directors' truereport for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
UK WEB MEDIA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UK WEB MEDIA LIMITED
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our 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.
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.
UK WEB MEDIA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF UK WEB MEDIA LIMITED
- 8 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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.
Christiaan de Lange
Senior Statutory Auditor
For and on behalf of Azets Audit Services
18 November 2024
Chartered Accountants
Statutory Auditor
5th Floor
Ashford Commercial Quarter
1 Dover Place
Ashford
Kent
United Kingdom
TN23 1FB
UK WEB MEDIA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 AUGUST 2023
- 9 -
Period
Year
ended
ended
31 August
31 March
2023
2022
Notes
£
£
Turnover
3
29,627,766
17,988,142
Cost of sales
(21,625,403)
(13,792,793)
Gross profit
8,002,363
4,195,349
Administrative expenses
(6,127,053)
(2,073,837)
Operating profit
4
1,875,310
2,121,512
Interest payable and similar expenses
7
(11,302)
Profit before taxation
1,864,008
2,121,512
Tax on profit
8
196,932
(40,889)
Profit for the financial period
2,060,940
2,080,623
The income statement has been prepared on the basis that all operations are continuing operations.
There was no other comprehensive income for 2023 (2022 - £nil).
The notes on pages 12 to 25 form part of these financial statements.
UK WEB MEDIA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 AUGUST 2023
31 August 2023
- 10 -
31 August 2023
31 March 2022
Notes
£
£
£
£
Fixed assets
Intangible assets
9
580,111
758,295
Tangible assets
10
5,612
6,365
Investments
11
478,000
478,000
1,063,723
1,242,660
Current assets
Debtors
13
18,562,868
11,770,201
Cash at bank and in hand
5,549
243,425
18,568,417
12,013,626
Creditors: amounts falling due within one year
14
(11,532,478)
(7,217,564)
Net current assets
7,035,939
4,796,062
Total assets less current liabilities
8,099,662
6,038,722
Provisions for liabilities
Deferred tax liability
16
27,981
27,981
(27,981)
(27,981)
Net assets
8,071,681
6,010,741
Capital and reserves
Called up share capital
18
1,315
1,315
Share premium account
19
233,088
233,088
Profit and loss reserves
19
7,837,278
5,776,338
Total equity
8,071,681
6,010,741
The notes on pages 12 to 25 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 18 November 2024 and are signed on its behalf by:
Mr P F Callander
Director
Company Registration No. 04388827
UK WEB MEDIA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 AUGUST 2023
- 11 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 April 2021
1,315
233,088
3,695,715
3,930,118
Year ended 31 March 2022:
Profit and total comprehensive income for the year
-
-
2,080,623
2,080,623
Balance at 31 March 2022
1,315
233,088
5,776,338
6,010,741
Period ended 31 August 2023:
Profit and total comprehensive income for the period
-
-
2,060,940
2,060,940
Balance at 31 August 2023
1,315
233,088
7,837,278
8,071,681
The notes on pages 12 to 25 form part of these financial statements.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 AUGUST 2023
- 12 -
1
Accounting policies
Company information
UK Web Media Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 London Road, Southampton, Hampshire, United Kingdom, SO15 2AE.
1.1
Reporting period
These financial statements have been prepared to the 17 month period ended 31 August 2023, in line with other group companies under common control. In the prior year, the financial statements were prepared to the year ended 31 March 2022 and therefore amounts presented in these financial statements (including the related notes) are not entirely comparable.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 3 'Financial Statement Presentation Paragraph 3.17(d);
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
UK Web Media Limited is a wholly owned subsidiary of Comparison Technologies Limited who is a wholly owned subsidiary of Project Connect Topco Limited and the results of UK Web Media Limited are included in the consolidated financial statements of Project Connect Topco Limited which are available from its registered office, 1 London Road, Southampton, Hampshire, England, SO15 2AE.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 13 -
1.3
Going concern
The directors have adopted the going concern basis in preparing these financial statements. true
The Company is part of the Comparison Technologies Limited Group ("the Group") which has undergone significant financial restructuring as part of a change in ownership in 2023.
The directors based on detailed financial projections, are of the opinion that the Group has adequate working capital to continue as a going concern for a period of at least 12 months from the approval of these financial statements. The cashflow projections have been subjected to sensitivity analysis at the revenue and cost levels.
The Company is part of a wider group finance arrangement (asset financing). This agreement was renewed for a minimum term of 12 months from the date of 08.10.2024 with 3 months notice needed thereafter. However, current cashflow projections indicate that funding from the facility will not be needed post December 2024.
Current trading of the group is strong and the directors have confidence in contracts with key partners and with market demand. The group also has new business opportunities and products in the pipeline which also contribute to the confidence in the going concern of the group.
1.4
Turnover
Turnover is recognised at provision of lead, where turnover can be reliably estimated and the business has no further oustanding performance obligations. Otherwise, turnover is recognised at point of confirmation of sale.
Where the company has post-sale obligations which are not sufficiently covered by future sales, turnover is allocated to performance obligations on a relative fair value basis. The element relating to post-sale obligations is deferred and recognised in the periods in which these activities take place. None of these obligations exceed 12 months from the date of initial recognition.
1.5
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.6
Intangible fixed 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:
Website & development costs
3 years straight line
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 14 -
Research & Development Costs
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its costs can be reliably measured. The capitalised development costs are subsequently amortised to 'adminstrative expenses' on a straight line basis over their expected useful economic lives. Amortisation begins when the intangible asset is available for use, i.e. when it is in the location and condition necessary for it to be usable in the manner intended by management.
The expected useful economic life of development costs are estimated based on business plans which set out the development plan and time to market for the associated project.
If it is not possible to distinguish between the research phase and the development phase of an internal project the expenditure is treated as it is were all incurred in the research phase only.
Website Development Costs
Where the company's websites are expected to generate future revenues in excess of the costs of developing those websites and all other capitalisation criteria are met, expenditure on the functionality of the website is capitalised and treated as an intangible fixed asset. Expenditure incurred on maintaining websites and expenditure incurred on developing websites used only for advertising and promotional purposes are written off as incurred.
1.7
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation 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:
Fixtures and fittings
25% straight line
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 credited or charged to profit or loss.
1.8
Fixed asset investments
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.
1.9
Impairment of fixed assets
At each reporting period 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.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 15 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.10
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and 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.
1.11
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.13
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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing 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.
1.14
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 stock or fixed 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.
1.15
Retirement benefits
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 the profit or loss when they fall due. Amounts not paid are shown in other creditors as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 18 -
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
In preparing these financial statements, the directors have had to make the following judgements:
Determine whether there are indicators of impairment of the Company's fixed asset investments and amounts due from group undertakings. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performances of the entities.
Determine whether there are indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.
Key sources of estimation uncertainty
Other key sources of estimation uncertainty:
Tangible and intangible fixed assets - Tangible and intangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assesing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Telecoms sales to customers - UK Web Media Limited generates income once a customer has completed a telecom's switch to a supplier. It can take up to 6 months for a switch to be completed and confirmation to be received from the telecom's provider. Therefore this revenue needs to be estimated in the financial statements as some of the income will not be finalised at the time of signing the accounts; if amounts are known before the signing of the accounts, amounts are trued up to actual amounts received. The predicted revenue has been calculated by taking the expected revenue of the telecom's sales initiated before the year end, multiplied by a historic estimated live rate to taken into account of any expected cancellations. These conversion rates have been determined by actual results and is applied by the source of sale but also factoring in the relevant telecom's supplier.
3
Turnover
All turnover is derived from the company's principal activity of providing telecomms supplier switching services. All turnover arose in the United Kingdom.
4
Operating profit
2023
2022
Operating profit for the period is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
14,032
15,259
Depreciation of owned tangible fixed assets
7,412
14,416
Amortisation of intangible assets
653,813
455,782
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 19 -
5
Employees
The company has no employees other than the directors, whose remuneration is disclosed in note 6.
6
Directors' remuneration
In the current and previous year, the directors' remuneration is borne by the parent company. During the year, the company recognised an expense of £655,554 (2022: £429,128) in respect of recharged expenses associated to directors' salaries and contributions to defined contribution pension schemes.
7
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
11,302
-
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
40,889
Adjustments in respect of prior periods
(196,932)
Total current tax
(196,932)
40,889
The actual (credit)/charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Profit before taxation
1,864,008
2,121,512
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
466,002
403,087
Tax effect of expenses that are not deductible in determining taxable profit
2,301
232
Tax effect of income not taxable in determining taxable profit
(10,806)
Effect of change in corporation tax rate
(106,204)
Group relief
(403,886)
(409,778)
Permanent capital allowances in excess of depreciation
41,787
Adjustments to tax charge in respect of previous periods
(196,932)
51,439
Remeasurement of deferred tax for changes in tax rates
6,715
Taxation (credit)/charge for the period
(196,932)
40,889
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
8
Taxation
(Continued)
- 20 -
The parent company of UK Web Media, which extends group relief to UK Web Media, is claiming corporation tax relief for connected company loans waived by use of the connected parties tax exemption. The parent company is also claiming corporation tax relief for bank loans waived through the Corporate Rescue Exemption (“CRE”). Total loans waived in the parent company amount to £32m.
There are certain conditions that need to be met in order for the CRE to be available. One of the conditions is that immediately before the release of the loan, it is reasonable to assume that, without the release and any arrangements of which the release forms part, there would be a material risk that at some time within the next 12 months the company would be unable to meet its liabilities. The directors have concluded from the evidence available at the point of restructure that the CRE conditions have been met and therefore that the claim can be made. There is a degree of subjectivity around any claim to CRE, therefore there is a small risk that the claim may not be successful.
9
Intangible fixed assets
Website & development costs
£
Cost
At 1 April 2022
1,712,109
Additions - internally developed
475,629
At 31 August 2023
2,187,738
Amortisation and impairment
At 1 April 2022
953,814
Amortisation charged for the period
653,813
At 31 August 2023
1,607,627
Carrying amount
At 31 August 2023
580,111
At 31 March 2022
758,295
All website & development costs relate to the company's comparison platform and website which is made up of additions with useful lives of up to 3 years.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 21 -
10
Tangible fixed assets
Fixtures and fittings
£
Cost
At 1 April 2022
178,648
Additions
6,659
At 31 August 2023
185,307
Depreciation and impairment
At 1 April 2022
172,283
Depreciation charged in the period
7,412
At 31 August 2023
179,695
Carrying amount
At 31 August 2023
5,612
At 31 March 2022
6,365
11
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
12
478,000
478,000
12
Subsidiaries
Details of the company's subsidiaries at 31 August 2023 are as follows:
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Savebyswitching Global Solutions Private Limited
1
Service company
Ordinary
100.00
Registered office addresses:
1
Karle Premium, 3rd Floor, 134, Leela Palace Road, 6th Cross, HAL 2nd stage, Kodihalli, Bangalore 560017, Karnataka, India
13
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,712,703
1,890,112
Amounts owed by group undertakings
14,386,494
7,092,113
Other debtors
29,987
2,141
Prepayments and accrued income
2,433,684
2,785,835
18,562,868
11,770,201
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
13
Debtors
(Continued)
- 22 -
The amounts owed by group undertakings are repayable on demand, interest free and unsecured.
14
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Other borrowings
15
1,224,960
Trade creditors
1,521,098
1,432,792
Amounts owed to group undertakings
8,050,667
3,436,153
Corporation tax
196,932
Other taxation and social security
529,730
1,915,004
Other creditors
5,241
Accruals and deferred income
206,023
231,442
11,532,478
7,217,564
The amounts owed to group undertakings are repayable on demand, interest free and unsecured.
15
Loans and overdrafts
2023
2022
£
£
Other loans
1,224,960
Payable within one year
1,224,960
Other loans relate to an Invoice Finance Agreement with Bibby Invoice Discounting Limited. A debenture securing the Company's obligations has been made between the Company and Bibby Financial Services Limited.
16
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2023
2022
Balances:
£
£
Fixed asset timing differences
27,981
27,981
There were no deferred tax movements in the period.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 23 -
17
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
25
-
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.
18
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of 10p each
10,009
10,009
1,001
1,001
Ordinary B Shares of 10p each
741
741
74
74
Ordinary C Shares of 10p each
1
1
-
Ordinary D Shares of 10p each
1,200
1,200
120
120
Ordinary E Shares of 10p each
1,200
1,200
120
120
13,151
13,151
1,315
1,315
The shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.
19
Reserves
Share premium
The share premium account includes the premium on issue of equity shares, net of any issue costs.
Profit and loss reserves
The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 24 -
20
Contingent liabilities
The company has contingent liabilities and assets pledged as security:
A floating charge covers all the undertaking of the company. There is also a fixed charge covering Unit E, The Fairground. On 1 August 2023 all charges in favour of Inflexion were satisfied in full.
A floating charge covers all the undertaking of the company. There is also a fixed charge covering all freehold and leasehold property interests; all equipment, plant and machinery; all securities (shares and other investments), insurance interests, intellectual property; monies. On 1 August 2023 all charges in favour of HSBC were satisfied in full.
UK WEB MEDIA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 AUGUST 2023
- 25 -
21
Related party transactions
The company has taken advantage of the exemption available in Section 33.1A of FRS 102 whereby it has not disclosed transactions with the ultimate parent company or any wholly owned subsidiary undertaking of the group.true
22
Ultimate controlling party
During the year, Project Connect Topco Limited purchased the share capital of Comparison Technologies Limited, the immediate parent company, on the 13 July 2023 for £1, becoming the ultimate parent company of the group.
Up to 13 July 2023 Inflexion Private Equity Partners LLP was deemed to be the ultimate controlling party. After this date the directors consider that there is no longer an ultimate controlling party.
The largest and smallest group that prepares group financial statements into which the company's accounts are consolidated is Project Connect Topco Limited, a company incorporated in England and Wales. The group financial statements of Project Connect Topco Limited can be obtained from 1 London Road, Southampton, England, SO15 2AE.
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