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REGISTERED NUMBER: 04171401 (England and Wales)

















Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

For The Year Ended 31 December 2023

for

Metia Group Limited

Metia Group Limited (Registered number: 04171401)

Contents of the Consolidated Financial Statements
For The Year Ended 31 December 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Statement of Comprehensive Income 8

Consolidated Statement of Financial Position 9

Company Statement of Financial Position 10

Consolidated Statement of Changes in Equity 11

Company Statement of Changes in Equity 12

Consolidated Statement of Cash Flows 13

Notes to the Consolidated Statement of Cash Flows 14

Notes to the Consolidated Financial Statements 15


Metia Group Limited

Company Information
For The Year Ended 31 December 2023







DIRECTORS: Mr S A Ellis
Mr C P Close
Mr J W Wise



SECRETARY: Mrs E R Ellis



REGISTERED OFFICE: 77 Shaftesbury Avenue
London
W1D 5DU



REGISTERED NUMBER: 04171401 (England and Wales)



AUDITORS: LB Group Limited (Chelmsford)
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
CM1 1GU



BANKERS: Coutts & Co
188 Fleet Street
London
EC4A 2HT

Metia Group Limited (Registered number: 04171401)

Group Strategic Report
For The Year Ended 31 December 2023


The directors present their strategic report of the Company and the Group for the year ended 31st December 2023.

BUSINESS OVERVIEW
Founded in 1988, Metia is an independent B2B marketing agency serving leading global brands worldwide. Our purpose is to be an essential business partner to client organisations by providing customer-focused marketing that is authentic, innovative and measurable.
We do this at scale, using technology platforms and audience expertise. Metia is an international business with offices in London, Seattle, Austin, and Singapore. Recently we have successfully delivered marketing programmes into more than 88 countries and in 39 languages.
Today we employ some 90 highly skilled marketing professionals including developers, designers, UX specialists, copywriters, editors, project managers, data analysts, systems architects, insight, analytics and marketing consultants. Metia extends its delivery capability through our Global Content Network, a retained team of subject matter specialists. Our multi-disciplinary teams enable us to deliver highly integrated and effective performance marketing campaigns at scale.

REVIEW OF THE BUSINESS
In late 2022 the global technology sector underwent a period of consolidation in the face of macro-economic headwinds. This disruption interrupted normal customer spending patterns with consequent impact on revenue and profitability.

Total reported revenue fell to £10.76 million, a 1.6% decrease on 2022 revenue of £10.93 million.

Reported operating loss was £0.80 million, compared to an operating loss of £1.44 million in 2022.

Our underlying loss, as measured on an EBITDA basis (operating profit / loss excluding tax, depreciation, amortisation and interest), was £0.67 million (2022: £1.31 million loss).

Metia Group's balance sheet remains strong with cash balances at year end of £2.14 million (2022: £3.79 million), zero debt and a liquidity cover of 185% (2022 185%).

Metia continues to invest in talent and technology to support our core digital and demand marketing capabilities, and grow our client relationships. During the year, we extended our product offerings around Insight (data science and analytics), Demand (ABM and paid media) and Content (written and video). Our Content Resonance System (CRS) is being used by both existing and new clients, including some of the world's largest brands, to measure the gap between their corporate content and their customer's conversations.

PRINCIPAL RISKS AND UNCERTAINTIES
The Group seeks to maximise revenue and profitability while taking a sensible approach to risk. We aim to be diverse in our revenue streams, including the contributions from individual clients and geographic territories. We manage our cash reserves conservatively, retaining considerable positive balances.

EMPLOYEE INVOLVEMENT AND EQUAL OPPORTUNITIES
Metia places considerable value on the involvement of its employees and has continued its previous practice of keeping them informed on matters affecting them as employees and on the various factors affecting the performance of the Group. Metia is an equal opportunities employer and does not discriminate against any current or potential employees on any basis.

We are hugely grateful for the hard work of all the talented Metia people around the world over the last twelve months; their passion, creativity and innovation makes us what we are.


Metia Group Limited (Registered number: 04171401)

Group Strategic Report
For The Year Ended 31 December 2023

FUTURE DEVELOPMENTS
In addition to the retrenchment in client spending experienced in late 2022, the leadership of the business has been aware of fundamental changes in how marketing services are created, executed and delivered. Driven by technology, most notably the application of artificial intelligence, responding to these trends is of strategic importance for the business.

In late 2023 Metia Group was approached by a US-based, venture funded business - JBI - with a view to consolidating businesses, services and products to build a group focused upon automating sales and marketing processes for client organizations. The proposed business would combine deep expertise in sales and marketing workflow, with unique insight and data science capabilities, and an enterprise class AI capability.

In mid-2024 Metia Group merged with JBI and now forms part of a wider group consisting of a number of businesses. These include, Cody an AI platform and tools provider; Codes a platform-based Marketing as a Service provider and Metia Group, a tech enabled global marketing agency. Additionally, a new organization, JBI Metia will market the combined benefits of these propositions and products, combining world class agency services and advanced AI technology, to enterprise scale organizations.

ON BEHALF OF THE BOARD:





Mr S A Ellis - Director


20 December 2024

Metia Group Limited (Registered number: 04171401)

Report of the Directors
For The Year Ended 31 December 2023


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

DIVIDENDS
No dividends are to be paid in the year ended 31st December 2023.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
Mr S A Ellis has held office during the whole of the period from 1 January 2023 to the date of this report.

Other changes in directors holding office are as follows:

Mr C P Close and Mr J W Wise were appointed as directors after 31 December 2023 but prior to the date of this report.

P Burcher ceased to be a director after 31 December 2023 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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), 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 and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, LB Group Limited (Chelmsford), will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr S A Ellis - Director


20 December 2024

Report of the Independent Auditors to the Members of
Metia Group Limited


Opinion
We have audited the financial statements of Metia Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, including a summary of 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 group's and of the parent company affairs as at 31 December 2023 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Other information
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Metia Group Limited


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 its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

- the financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

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.

Auditors' 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- We identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the marketing sector;

- We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

- We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- Identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

Report of the Independent Auditors to the Members of
Metia Group Limited


We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Tested journal entries to identify unusual transactions;

- Tested a sample of revenue recognised either side of the period end to ensure revenue had been recognised in the correct period;

- Reviewed the internal controls in place, specifically around payroll and bank transactions; and

- Assessed whether judgements and assumptions made in determining the accounting estimates around depreciation, accruals and accrued income were indicative of potential bias.

- Investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- Agreeing financial statement disclosures to underlying supporting documentation;

- Reading the minutes of meetings of those charged with governance;

- Enquiring of management as to actual and potential litigation and claims; and

- Reviewing correspondence with HMRC and the company's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Laurence Miles FCA (Senior Statutory Auditor)
for and on behalf of LB Group Limited (Chelmsford)
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
CM1 1GU

20 December 2024

Metia Group Limited (Registered number: 04171401)

Consolidated Statement of Comprehensive Income
For The Year Ended 31 December 2023

2023 2022
Notes £    £   

TURNOVER 4 10,756,701 10,932,519

Cost of sales 1,818,790 2,182,278
GROSS PROFIT 8,937,911 8,750,241

Administrative expenses 9,743,947 11,461,376
(806,036 ) (2,711,135 )

Other operating income 3,179 1,267,791
OPERATING LOSS 6 (802,857 ) (1,443,344 )

Interest receivable and similar income 6,559 1,862
LOSS BEFORE TAXATION (796,298 ) (1,441,482 )

Tax on loss 8 1,403 (8,104 )
LOSS FOR THE FINANCIAL YEAR (797,701 ) (1,433,378 )

OTHER COMPREHENSIVE INCOME
Exchange rate movement (96,275 ) 342,583
Income tax relating to other comprehensive
income

-

-
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

(96,275

)

342,583
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(893,976

)

(1,090,795

)

Loss attributable to:
Owners of the parent (797,701 ) (1,433,378 )

Total comprehensive income attributable to:
Owners of the parent (893,976 ) (1,090,795 )

Metia Group Limited (Registered number: 04171401)

Consolidated Statement of Financial Position
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - 95,966
Tangible assets 11 30,954 50,331
Investments 12 - -
30,954 146,297

CURRENT ASSETS
Debtors 13 4,310,435 3,094,611
Cash at bank and in hand 2,140,361 3,785,493
6,450,796 6,880,104
CREDITORS
Amounts falling due within one year 14 3,217,658 3,718,335
NET CURRENT ASSETS 3,233,138 3,161,769
TOTAL ASSETS LESS CURRENT
LIABILITIES

3,264,092

3,308,066

CREDITORS
Amounts falling due after more than one
year

15

850,000

-
NET ASSETS 2,414,092 3,308,066

CAPITAL AND RESERVES
Called up share capital 16 7,123 7,123
Capital redemption reserve 17 2,877 2,877
Other reserves 17 346,056 442,331
Retained earnings 17 2,058,036 2,855,735
SHAREHOLDERS' FUNDS 2,414,092 3,308,066

The financial statements were approved by the Board of Directors and authorised for issue on 20 December 2024 and were signed on its behalf by:





Mr S A Ellis - Director


Metia Group Limited (Registered number: 04171401)

Company Statement of Financial Position
31 December 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 24,746 24,746
24,746 24,746

CURRENT ASSETS
Debtors 13 850,000 -
Cash at bank 83,349 929,856
933,349 929,856
CREDITORS
Amounts falling due within one year 14 5,716 8,335
NET CURRENT ASSETS 927,633 921,521
TOTAL ASSETS LESS CURRENT
LIABILITIES

952,379

946,267

CAPITAL AND RESERVES
Called up share capital 16 7,123 7,123
Capital redemption reserve 17 2,877 2,877
Retained earnings 17 942,379 936,267
SHAREHOLDERS' FUNDS 952,379 946,267

Company's profit for the financial year 6,112 17,063

The financial statements were approved by the Board of Directors and authorised for issue on 20 December 2024 and were signed on its behalf by:





Mr S A Ellis - Director


Metia Group Limited (Registered number: 04171401)

Consolidated Statement of Changes in Equity
For The Year Ended 31 December 2023

Called up Capital
share Retained redemption Other Total
capital earnings reserve reserves equity
£    £    £    £    £   
Balance at 1 January 2022 7,123 4,289,113 2,877 99,748 4,398,861

Changes in equity
Total comprehensive income - (1,433,378 ) - 342,583 (1,090,795 )
Balance at 31 December 2022 7,123 2,855,735 2,877 442,331 3,308,066

Changes in equity
Total comprehensive income - (797,701 ) - (96,275 ) (893,976 )
Balance at 31 December 2023 7,123 2,058,034 2,877 346,056 2,414,090

Metia Group Limited (Registered number: 04171401)

Company Statement of Changes in Equity
For The Year Ended 31 December 2023

Called up Capital
share Retained redemption Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 January 2022 7,123 919,204 2,877 929,204

Changes in equity
Total comprehensive income - 17,063 - 17,063
Balance at 31 December 2022 7,123 936,267 2,877 946,267

Changes in equity
Total comprehensive income - 6,112 - 6,112
Balance at 31 December 2023 7,123 942,379 2,877 952,379

Metia Group Limited (Registered number: 04171401)

Consolidated Statement of Cash Flows
For The Year Ended 31 December 2023

2023 2022
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (1,657,760 ) (2,285,443 )
Tax paid 109,003 86,528
Net cash from operating activities (1,548,757 ) (2,198,915 )

Cash flows from investing activities
Purchase of tangible fixed assets (6,659 ) (69,239 )
Interest received 6,559 1,862
Net cash from investing activities (100 ) (67,377 )

Decrease in cash and cash equivalents (1,548,857 ) (2,266,292 )
Cash and cash equivalents at beginning
of year

2

3,785,493

5,709,202
Effect of foreign exchange rate changes (96,275 ) 342,583
Cash and cash equivalents at end of year 2 2,140,361 3,785,493

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Statement of Cash Flows
For The Year Ended 31 December 2023


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2023 2022
£    £   
Loss before taxation (796,298 ) (1,441,482 )
Depreciation charges 127,018 140,635
Finance income (6,559 ) (1,862 )
(675,839 ) (1,302,709 )
(Increase)/decrease in trade and other debtors (490,375 ) 49,276
Decrease in trade and other creditors (491,546 ) (1,032,010 )
Cash generated from operations (1,657,760 ) (2,285,443 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2023
31/12/23 1/1/23
£    £   
Cash and cash equivalents 2,140,361 3,785,493
Year ended 31 December 2022
31/12/22 1/1/22
£    £   
Cash and cash equivalents 3,785,493 5,709,202


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/23 Cash flow At 31/12/23
£    £    £   
Net cash
Cash at bank and in hand 3,785,493 (1,645,132 ) 2,140,361
3,785,493 (1,645,132 ) 2,140,361
Total 3,785,493 (1,645,132 ) 2,140,361

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements
For The Year Ended 31 December 2023


1. STATUTORY INFORMATION

Metia Group Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The company and its subsidiaries comprise a medium sized group. The company has therefore prepared group accounts including 100% of its material subsidiaries, made up to 31st December each year.
The only subsidiary not included within the consolidation is Metia Canada Ltd, because it is not considered a material component, based on its contribution to the overall group, plus they are not considered to have control.

The company and its subsidiaries have uniform accounting policies. The subsidiary companies prepare their accounts in the local currency. The group accounts have been prepared using the rate ruling at the balance sheet date to retranslate the accounts into Sterling in accordance with FRS 102 in order to consolidate. The profit and loss is translated at an average rate throughout the year.

The group has also taken advantage of the reduced disclosure provisions of FRS8.

The group has also taken advantage of exemption, under the terms of Financial Reporting standard 8 Related party disclosures, not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates
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 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.

There are no estimates and assumptions which have had a significant risk of causing a material adjustment to the carrying amount of assets and liabilities

Going concern
At the time that the financial statements were approved, the directors had a reasonable expectation that the group had access to adequate resources to continue in operational existence for the foreseeable future and meet its financial obligations, despite a reduction in shareholders funds of £893,976. This is based upon financial backing following a merger to become part of an international group headed by JBI Holdings LLC, a growth equity entity. Therefore, the directors have continued to adopt the going concern basis of accounting in preparing the financial statements.

The directors have considered a period of twelve months following the date of approval of the financial statements, when considering the appropriateness of the adoption of the going concern basis of preparation.

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


3. ACCOUNTING POLICIES - continued

Turnover
Turnover represents the value of work completed for clients in the period, including the value of all third party costs incurred in the completion of that work.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of three years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 33% on cost
Plant and machinery - 33% on cost
Fixtures and fittings - 33% on cost
Motor vehicles - 33% on cost
Computer equipment - 33% on cost

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 trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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.

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.

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


3. ACCOUNTING POLICIES - continued

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 trade and other payables, 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 receipts 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 though 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.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company's contractual obligations expire or are discharged or cancelled.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


3. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Management of liquid resources
Liquid resources comprise cash at bank and in hand, debtors, demand deposits with banks and other financial institutions, short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value, having been within three months of maturity at acquisition.

Investments in subsidiaries
Investments in subsidiaries are recognised at cost.

Deferred income
Deferred income represents the balance of the amount invoiced to clients, after the deduction of the time utilised against the project or program and any applicable third party costs incurred. The balance amount is then deferred to the following financial period.

4. TURNOVER

An analysis of turnover and profits between geographical markets has not been given because, in the opinion of the directors, this disclosure would be seriously prejudicial to the company. Turnover relates entirely to services and not sale of goods.

5. EMPLOYEES AND DIRECTORS
2023 2022
£    £   
Wages and salaries 6,204,682 7,654,639
Social security costs 593,728 763,584
Other pension costs 208,717 64,509
7,007,127 8,482,732

The average number of employees during the year was as follows:
2023 2022

Management 8 8
Administration 8 8
Delivery 35 41
Consulting 40 43
91 100

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2022 - NIL).

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


5. EMPLOYEES AND DIRECTORS - continued

2023 2022
£    £   
Directors' remuneration 118,648 368,770

6. OPERATING LOSS

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

2023 2022
£    £   
Other operating leases 558,468 568,471
Depreciation - owned assets 26,038 22,062
Computer software amortisation 95,966 118,574
Foreign exchange differences 30,615 (129,791 )

7. AUDITORS' REMUNERATION

Fees payable to the Company's auditors and its associates for the audit of the Company's annual financial statements were £30,500 (2022: £29,120)

8. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the loss for the year was as follows:
2023 2022
£    £   
Current tax:
UK corporation tax 688 128
Foreign tax 715 (8,232 )

Tax on loss 1,403 (8,104 )

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£    £   
Loss before tax (796,298 ) (1,441,482 )
Loss multiplied by the standard rate of corporation tax in the UK of 19 %
(2022 - 19 %)

(151,297

)

(273,882

)

Effects of:
Expenses not deductible for tax purposes - 854
Income not taxable for tax purposes (604 ) -
Capital allowances in excess of depreciation (74 ) (2,008 )
Utilisation of tax losses 152,663 275,164


Overseas Tax 715 (8,232 )
Total tax charge/(credit) 1,403 (8,104 )

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


8. TAXATION - continued

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£    £    £   
Exchange rate movement (96,275 ) - (96,275 )

2022
Gross Tax Net
£    £    £   
Exchange rate movement 342,583 - 342,583

Taxation has been charged at 19% (2022: 19%) in respect of all UK chargeable profits.

9. INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


10. INTANGIBLE FIXED ASSETS

Group
Computer
software
£   
COST
At 1 January 2023
and 31 December 2023 355,698
AMORTISATION
At 1 January 2023 259,732
Amortisation for year 95,966
At 31 December 2023 355,698
NET BOOK VALUE
At 31 December 2023 -
At 31 December 2022 95,966

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


11. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and
property machinery fittings
£    £    £   
COST
At 1 January 2023 281,228 173,455 109,736
Additions - 6,659 -
At 31 December 2023 281,228 180,114 109,736
DEPRECIATION
At 1 January 2023 281,228 171,627 109,586
Charge for year - 4,396 150
At 31 December 2023 281,228 176,023 109,736
NET BOOK VALUE
At 31 December 2023 - 4,091 -
At 31 December 2022 - 1,828 150

Motor Computer
vehicles equipment Totals
£    £    £   
COST
At 1 January 2023 64,474 11,020 639,913
Additions - - 6,659
At 31 December 2023 64,474 11,020 646,572
DEPRECIATION
At 1 January 2023 16,119 11,020 589,580
Charge for year 21,492 - 26,038
At 31 December 2023 37,611 11,020 615,618
NET BOOK VALUE
At 31 December 2023 26,863 - 30,954
At 31 December 2022 48,355 - 50,333

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2023
and 31 December 2023 24,746
NET BOOK VALUE
At 31 December 2023 24,746
At 31 December 2022 24,746

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


12. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Metia Limited
Registered office: 77 Shaftesbury Avenue, London, England, W1D 5DU
Nature of business: Marketing agency
%
Class of shares: holding
Ordinary 100.00

Metia Solutions Inc
Registered office: 10220, NE Points Drive, Kirkland, Washington, 98033, United States of America
Nature of business: Marketing agency
%
Class of shares: holding
Ordinary 100.00

Metia Pte Limited
Registered office: 111 Amoy Street, 069931, Singapore
Nature of business: Marketing agency
%
Class of shares: holding
Ordinary 100.00

Metia Canada Ltd
Registered office: 422 Richards Street, Vancouver
Nature of business: Marketing agency
%
Class of shares: holding
Class A 49.51

The financial statements of Metia Canada Ltd are not included in the consolidated financial statements of Metia Group Ltd as it is not considered that they have control.


All subsidiary entities: Metia Limited, Metia Solutions Inc. and Metia Pte Limited are included within these consolidated financial statements.

Each of these entities is considered to be a subsidiary undertaking of Metia Group Limited via a controlling stake in the share capital.

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade debtors 3,067,115 1,321,951 - -
Amounts owed by group undertakings 850,000 - 850,000 -
Other debtors - 3,861 - -
Corporation tax recoverable 23,563 148,114 - -
Prepayments and accrued income 369,757 1,620,685 - -
4,310,435 3,094,611 850,000 -

The amounts due from group undertakings is in respect of a loan of £850,000 (2023: £nil). this reclassified from current assets to non-current assets during the current year, on the basis that it is not repayable on demand and repayments are not expected to commence in financial year 2024. The loan terms are not within the arms length principal with Metia Limited as it is not secured and has been granted free of interest.

Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£    £    £    £   
Trade creditors 91,426 108,781 - -
Tax 688 9,819 688 128
Social security and other taxes 71,640 112,549 - -
VAT 149,739 111,359 - -
Other creditors 101,900 69,018 28 3,207
Accruals and deferred income 2,802,265 3,306,809 5,000 5,000
3,217,658 3,718,335 5,716 8,335

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2023 2022
£    £   
Amounts owed to group undertakings 850,000 -

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
7,123,000 Ordinary 0.1p 7,123 7,123





17. RESERVES

Group
Capital
Retained redemption Other
earnings reserve reserves Totals
£    £    £    £   

At 1 January 2023 2,855,737 2,877 442,331 3,300,945
Deficit for the year (797,701 ) (797,701 )
Exchange rate movement - - (96,275 ) (96,275 )
At 31 December 2023 2,058,036 2,877 346,056 2,406,969

Company
Capital
Retained redemption
earnings reserve Totals
£    £    £   

At 1 January 2023 936,267 2,877 939,144
Profit for the year 6,112 6,112
At 31 December 2023 942,379 2,877 945,256


Metia Group Limited (Registered number: 04171401)

Notes to the Consolidated Financial Statements - continued
For The Year Ended 31 December 2023


18. RELATED PARTY DISCLOSURES

During the year management charges of £nil (2022: £1,138,000) were raised to Finextra Research Limited, a Company under common control. The amount outstanding at the year end was £nil (2022: £1,138,000)

19. POST BALANCE SHEET EVENTS

On 15th July 2024, Metia Group Limited was acquired through a merger arrangement. As described in note , 20 the ultimate parent company is now JBI Holdings LLC.

20. ULTIMATE CONTROLLING PARTY AND ULTIMATE PARENT COMPANY

At the financial year end, there was considered to be no single controlling party.

As at the financial year end, the ultimate parent company was Metia Group Limited, a company registered in England and Wales. Its registered office address is 77 Shaftesbury Avenue, London.

Following a merger on 15th July 2024 (see note 19), the ultimate parent company and ultimate controlling party is now JBI Holdings LLC, a company registered in Delaware, USA. Its registered office address is 1728 Olympic Boulevard, Santa Monica, CA 90404.