Registered number: 11198909
PRECISE.TV HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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PRECISE.TV HOLDINGS LIMITED
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COMPANY INFORMATION
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77-79 New Cavendish Street
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CLA Evelyn Partners Limited
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Chartered Accountants & Statutory Auditor
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PRECISE.TV HOLDINGS LIMITED
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CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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PRECISE.TV HOLDINGS LIMITED
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
Precise.TV ("the Group") operates in the digital marketing sector, delivering data-driven advertising campaigns through the use of AI and machine learning. The Group continues to build on its reputation for providing innovative, precise, and effective marketing solutions for brands globally.
The financial year ended 31 December 2023 was a strong year for the Group. The Company reported total revenue of £22.7 million (2022: £18.5 million), reflecting continued growth despite challenges in the macroeconomic environment. This growth can be attributed to key strategic partnerships and expansion in both the U.S. and European markets.
Investment in research and development has remained a priority, allowing the Group to enhance its service offerings and remain at the forefront of technological advancements in targeted advertising.
The Group also focused on cost management, and maximising returns from already built infrastructure as the foundations. Nonetheless, strong revenue growth has positioned Precise.TV for further success in the coming years.
Principal risks and uncertainties
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∙Market Competition: The digital advertising space is highly competitive. Precise.TV mitigates this risk by continually investing in cutting-edge technology and building strong client relationships.
∙Economic Environment: The global economy remains uncertain, which could affect client advertising budgets. The Group’s diversified client base and expansion into new markets help to mitigate these risks.
∙Technological Disruption: Rapid changes in technology pose a risk. The Group is addressing this through its continuous focus on research and development.
Financial Key Performance Indicators (KPIs)
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∙Revenue: £22.7 million, a year-on-year increase driven by new client acquisition and existing client growth.
∙Cash & Equivalents: £1.8 million, reflecting strong liquidity to support the Group’s ongoing operations.
Other Key Performance Indicators (KPIs)
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∙Customer Satisfaction and Retention: The Group continues to maintain strong client relationships, which has translated into high retention rates.
∙Employee Retention: Investment in employee development and a positive workplace culture has resulted in low employee turnover, supporting the Group’s growth trajectory.
∙R&D Investment: Continued investment in technology and product development to ensure the Group remains at the forefront of AI-driven advertising solutions.
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PRECISE.TV HOLDINGS LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the board and signed on its behalf.
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PRECISE.TV HOLDINGS LIMITED
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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.
The directors who served during the year were:
The profit for the year, after taxation, amounted to £1,702,279 (2022 - £1,360,187).
During the year, the Group paid dividends of £500,000 (2022 - £100,034).
The directors anticipate sustained growth in the market, driven by increasing brand recognition and demand for our services. This momentum is expected to support the Group’s continued expansion, enabling further investment in existing markets and services. Additionally, the Group is well-positioned to capitalize on emerging opportunities, allowing us to extend our reach into new markets and strengthen our competitive advantage.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
The auditor, CLA Evelyn Partners Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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PRECISE.TV HOLDINGS LIMITED
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRECISE.TV HOLDINGS LIMITED
Opinion
We have audited the financial statements of Precise.TV Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Balance Sheets, the Consolidated and Parent Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Consolidated Analysis of Net Debt and the 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 FRS 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 Group's and of the Parent Company's affairs as at 31 December 2023 and of the Group's profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and Parent 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 Group and Parent 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.
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PRECISE.TV HOLDINGS LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRECISE.TV HOLDINGS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and Financial Statements. 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.
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Opinions 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 Group Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
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Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors’ Report.
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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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the Parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.
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PRECISE.TV HOLDINGS LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRECISE.TV HOLDINGS LIMITED (CONTINUED)
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:
We obtained a general understanding of the Group's legal and regulatory framework through enquiry of management regarding their understanding of relevant laws and regulations, the Group's policies and procedures regarding compliance and how they identify, evaluate and account for litigation and claims. We also drew on our existing understanding of the Group's industry and regulation. Understanding of the legal and regulatory framework for significant cimponents was through discussion with group management.
We understand that the Group complies with the framework through updating operating procedures and internal controls as legal and regulatory requirements change.
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Group's ability to conduct its business and where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Group:
∙The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements;
∙UK taxation law
We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:
∙inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
∙enquiries with the same concerning any actual or potential litigation or claims;
∙inspection of relevant legal correspondence;
∙review of board minutes
The senior statutory auditor led a discussion with members of the engagement team regarding the susceptibility of the Group's financial statements to material misstatements, including how fraud might occur. The key areas identified in this discussion were management override of controls and revenue recognition, particularly ensuring that revenue close to the year end is recognised in the correct period.
These areas were communicated to the other members of the engagement team not present at the discussion.
The procedures we carried out to gain evidence in the above areas included: testing of a sample of manual journal entries, selected through applying specific risk assessments based on the Group's processes and controls surrounding manual journal entries and testing of the occurrence, completion and cut-off of revenue, through substantive audit procedures.
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PRECISE.TV HOLDINGS LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PRECISE.TV HOLDINGS LIMITED (CONTINUED)
A further description of our responsibilities is available 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 Parent 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 Parent 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 Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Mark Prince (Senior Statutory Auditor)
for and on behalf of
CLA Evelyn Partners Limited
Chartered Accountants
Statutory Auditor
Stonecross
Trumpington High Street
Cambridge
CB2 9SU
26 November 2024
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PRECISE.TV HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Interest payable and similar expenses
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Profit for the financial year
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Currency translation differences
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Share-based payment reserve
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Other comprehensive income for the year
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Total comprehensive income for the year
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Profit for the year attributable to:
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Owners of the Parent Company
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The notes on pages 17 to 34 form part of these financial statements.
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PRECISE.TV HOLDINGS LIMITED
REGISTERED NUMBER:11198909
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Share-based payment reserve
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 34 form part of these financial statements.
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PRECISE.TV HOLDINGS LIMITED
REGISTERED NUMBER:11198909
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Creditors: amounts falling due within one year
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Share-based payment reserve
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Other changes in the profit and loss account
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Profit and loss account carried forward
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PRECISE.TV HOLDINGS LIMITED
REGISTERED NUMBER:11198909
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COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 34 form part of these financial statements.
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PRECISE.TV HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Share-based payment reserve
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Comprehensive income for the year
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Currency translation differences
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Share-based payment reserve movement
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Contributions by and distributions to owners
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Dividends: Equity capital
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Comprehensive income for the year
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Currency translation differences
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Share based payment reserve movement
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Contributions by and distributions to owners
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Dividends: Equity capital
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PRECISE.TV HOLDINGS LIMITED
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Share-based payment reserve
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As restated At 1 January 2022 - see note 23
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Comprehensive income for the year
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Share-based payment reserve movement
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Contributions by and distributions to owners
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Dividends: Equity capital
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As restated At 1 January 2023 - see note 23
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Comprehensive income for the year
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Share based payment reserve movement
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Contributions by and distributions to owners
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Dividends: Equity capital
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PRECISE.TV HOLDINGS LIMITED
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Profit for the financial year
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Depreciation of tangible assets
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(Increase)/decrease in debtors
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Increase/(decrease) in creditors
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Share-based payment reserve movement
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Currency translation differences
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Net cash used in operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Net cash used in investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net decrease in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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PRECISE.TV HOLDINGS LIMITED
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CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Precise.TV Holdings Limited is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 11198909). The registered office address is The Harley Building, 77- 79 New Cavendish Street, London, W1W 6XB.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
In preparing the separate financial statements of the Parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
∙Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the Group and the Parent Company would be identical;
∙No Statement of Cash Flows has been presented for the Parent Company; and
∙No disclosures have been given for the aggregate remuneration of the key management personnel of the Parent Company as their remuneration is included in the totals for the Group as a whole.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Turnover represents the value of services provided under contracts. To the extent that there is a right to consideration it is recorded at the value of the consideration due. Where a contract has only been partially completed at the balance sheet date, turnover represents the value of the service provided to date based on a proportion of the total expected consideration.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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.
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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.
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:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial assets and financial liabilities are recognised in the Balance Sheet when the Group becomes a party to the contractual provisions of the instrument.
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the Group will not be able to collect all amounts due.
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank, short-term bank deposits with an original maturity of three months or less and bank overdrafts which are an integral part of the Group’s cash management.
Financial liabilities and equity instruments issued by the Group are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Interest bearing bank loans, overdrafts and other loans which meet the criteria to be classified as basic financial instruments are initially recorded at the present value of cash payable to the bank, which is ordinarily equal to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
The Company recognises compensation cost for parent company stock options granted to employees under the Precise.TV Holdings Limited stock option plan. Precise.TV Holdings Limited measures at fair value all stock options issued to employees or directors. The option exercise price is the share price of the parent company's ordinary shares at the date of the grant. FRS102 requires that the subsidiary company record these amounts as capital contribution by the parent company.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The directors consider that the following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements:
*to be completed*
The directors consider that the key sources of estimation uncertainty in preparing the financial statements are:
Useful economic life of tangible assets
The annual depreciation charge of tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended where necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Share options
As there is no observable market price for the share options, an alternative valuation methodology as to be used in order to value these share options at fair value. The Black Scholes option pricing model has been used by the Group to estimate the fair value for these share options.
The whole of the turnover is attributable to the principal activity of acting as a digital advertising agency.
Analysis of turnover by country of destination:
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The operating profit is stated after charging/(crediting):
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During the year, the Group obtained the following services from the Company's auditor:
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Fees payable to the Company's auditor for the audit of the consolidated and Parent Company's financial statements
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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The Company has no employees other than the directors, who did not receive any remuneration (2022 - £Nil).
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Group contributions to defined contribution pension schemes
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The highest paid director received remuneration of £250,000 (2022 - £341,666).
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The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £7,500 (2022 - £10,250).
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Other interest receivable
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Interest payable and similar expenses
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Foreign tax on income for the year
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Origination and reversal of timing differences
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
11.Taxation (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 -19%). The differences are explained below:
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Profit on ordinary activities before tax
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Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Adjustments to tax charge in respect of prior periods
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Adjustment in research and development tax credit leading to a decrease in the tax charge
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Remeasurement of deferred tax for changes in tax rates
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Other timing differences leading to an increase (decrease) in taxation
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Deferred tax not recognised
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Adjustment in respect of foreign subsidiaries
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Total tax (credit)/charge for the year
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Factors that may affect future tax charges
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Finance Act 2021 included legislation to increase the main rate of corporation tax from 19% to 25% from 1 April 2023. The effects of this increase are reflected in the above. There were no factors that may affect future tax charges.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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The Harley Building, 77-79 New Cavendish Street, London, England, W1W 6XB
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Moosstrasse 58D 5020 Salzburg
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79 Madison Ave, FI 3, New York City, New York 10001, United States of America
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The Harley Building, 77-79 New Cavendish Street, London, W1W 6XB
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Play Envy Limited was incorporated on 25 August 2023 and the Parent Company holds 100% of its share capital.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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In the year ended 31 December 2021, the Group received Government assistance by a way of Coronavirus Business Interruption Loan of £1.5m at an interest rate of 3.99% pa over the Bank of England Base Rate. The loan is repayable in equal installments over 5 years.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Charged to profit or loss
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The deferred tax asset is made up as follows:
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Fixed asset timing differences
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Allotted, called up and fully paid
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1,185,760 Ordinary shares of £0.001 each
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Ordinary shares carry full voting, dividend and capital distribution rights, including on winding up.
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PRECISE.TV HOLDINGS LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Share premium account
The share premium account is used to record the aggregate amount or value of premiums paid when the Company's shares are issued at an amount in excess of nominal value.
Foreign exchange reserve
The foreign exchange reserve represents the cumulative movements in foreign exchange.
Share-based payment reserve
This reserve relates to the fair value of the options granted which has been charged to profit or loss over the vesting period of the options.
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The employees of the Company's subsidiaries are granted options under both approved and unapproved schemes in the shares of the Parent Company. The shares vest on exit with an exercise price of £0.001 per share.
During the year, there were no options issued (2022 - 73,700) shares. A total of 241,900 (2022 - 251,200) were outstanding at the year end. The options vest on exit and some are subject to additional performance conditions. Share-based payment charge of £182,619 (2022 - £133,508) has been recognised.
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Weighted average exercise price (pence)
2023
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Weighted average exercise price
(pence)
2022
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Outstanding at the beginning of the year
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Forfeited during the year
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Outstanding at the end of the year
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PRECISE.TV HOLDINGS LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
The Company operates a defined contribution 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 £67,872 (2022 - £42,021). Contributions totalling £9,948 (2022 - £8,107) were payable to the fund at the reporting date.
It was identified in the year that £20,820 of costs that had previously been recognised by the company in 2018 on behalf of the company's subsidiary (Precise.TV Limited) and therefore should have been re-charged to Precise.TV Limited. This has been adjusted by way of a prior year adjustment, which has resulted in an increase of £20,820 to the profit and loss reserves brought forward as at 1 January 2023 and 1 January 2022 and an increase of £20,820 to the inter company balance in debtors at those dates.
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Commitments under operating leases
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At 31 December the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Related party transactions
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The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.
During the year, Precise.TV GmBH has rented an office from a company owned by a mutual director. Total rent in the year amounted to £12,723 (2022 - £14,375).
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Transactions with directors
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During the year, the Group advanced further loans of £Nil (2022 - £110) to the directors. Total amounts repaid were £10,000 (2022 - £Nil). Total outstanding loan balance is £985,704 (2022 - 995,704) and this balance is included in other debtors amounts due within one year. There is no formal agreement in place and no interest is being applied to the outstanding balances.
The ultimate controlling parties are N Shmuel and C Dankl, by virtue of their shareholdings.
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