The directors present the strategic report for the year ended 30 June 2024.
Blis Holdco Ltd is the holding company of Blis Group Ltd and its trading subsidiaries. The principal activity of the trading subsidiaries is the development and distribution of an omnichannel advertising software platform that empowers some of the world’s largest companies to plan, buy, and measure their advertising campaigns.
Blis continues to focus on core innovations around cookieless technology, advanced audience planning, and next-generation measurement solutions. Audience Explorer, our flagship planning tool, enables media buyers to plan omnichannel campaigns without relying on ID-based systems, offering precise audience targeting in a cookieless environment. This unique technology exemplifies the strength of our platform and its ability to deliver differentiated value to clients.
In parallel, we’ve continued to make substantial progress in dynamic audience targeting technologies, allowing advertisers to navigate the post-cookie landscape while ensuring privacy compliance. These innovations position Blis at the forefront of the industry's shift away from traditional ID-based tracking.
We have established key partnerships with telco providers across North America, the UK, and Europe, securing access to powerful cookieless data resources. These partnerships significantly strengthen our ability to deliver advanced targeting capabilities and valuable audience insights.
Our patent-pending Smartholdout technology further enhances our measurement capabilities, offering real-world omnichannel campaign analysis that breaks the limitations of legacy digital measurement tools. This technology is poised to make a significant impact on the $600bn programmatic market.
Our commitment to transparency in the digital advertising supply chain remains a core pillar of our strategy. By cleaning up inefficiencies in the supply chain, we deliver superior value to clients, further solidifying our position as a trusted partner in the market.
Review of the business
The Group continued its significant investment in product, technology, and people, ensuring the platform remains market-leading with a differentiated feature set. The key focus areas for the year included further development of Audience Explorer, integration of telco data, and the development of Smartholdout as a measurement solution for omnichannel campaigns.
Blis has successfully positioned itself as a leader in leveraging telco data to address identity challenges while maintaining strong privacy standards. Our platform now processes and integrates telco data across Europe and North America, offering new data sets that far surpass the capabilities and limitations of traditional cookie-based approaches.
Customer retention continues to be strong, at 95%, demonstrating our differentiated product offering and the value we provide to clients. Employee churn also remains low, at 17%, reflecting our commitment to fostering a high-performance, inclusive culture.
Key Performance Indicators for the Group are noted in the table below:
KPI | 2024 (£000) | 2023 (£000) |
Revenue | £82,936 | £72,473 |
EBITDA | £15,960 | £9,767 |
Blis has significantly accelerated its investment in research and development, particularly in the areas of audience planning, cookieless technology, and measurement solutions. This investment has led to the expansion of our Audience Explorer tool, as well as further integration of telco data, offering privacy-compliant, next-generation identity solutions for advertisers. These innovations contribute to a platform that enables clients to seamlessly plan, buy, and measure their campaigns in a unified, privacy-first environment.
Joint development projects and future growth
We have initiated several joint product development projects with some of the world’s largest companies, which we expect to yield significant returns over the next decade. These collaborations, combined with our ongoing investment in technology and product innovation, will continue to drive our future market beating growth.
Investment in people
During the year, the Group continued to invest in building an inclusive, high-performance culture. Global headcount increased to 299 by the end of the year (30 June 2023: 277), with new benefits programmes rolled out across all group companies. This focus on people has resulted in a low staff churn rate of 17%. Blis was also recognised as Campaign’s ‘Best Places to Work’ in 2022, underscoring the strength of our culture.
ESG: Environmental, Social, and Governance
At Blis, we recognise our responsibility to contribute positively to the environment, society, and the industry we work in. We are committed to integrating ESG principles into our core operations, ensuring that our growth, culture, and success align with sustainable, ethical, and socially responsible practices. Initiatives include:
Diversity, Inclusion, and Belonging (DIB): At Blis, diversity, equity, and inclusion (DEI) is a core value, not just a checkbox. We foster an inclusive workplace where employees feel heard, seen, and that they belong.
Volunteering and CSR: We support our communities through partnerships with initiatives such as MEFA and Bloom, global CSR days, and by promoting volunteering opportunities for our employees.
Charitable Giving: In 2023, Blis fundraised and donated to charitable partners including Save the Children, Bloom, Brixton Finishing School, MEFA, and Jeugdfonds Sport & Cultuur. Blis does not make financial and in-kind contributions to political parties, politicians, lobby groups, charitable organisations or advocacy groups.
Ethical Business Practices: Blis operates under a strict code of ethics, ensuring integrity, transparency, and accountability across the business. We conduct regular training to maintain these high standards.
Sustainability and B Corp certification
Blis has made substantial progress toward its B Corp certification, achieving an encouraging initial assessment score of 97.2 (versus a required score of 80). We anticipate completing the certification process later in the current financial year. Sustainability remains a core part of our ethos, and our SME science-based carbon emissions reduction targets have been validated by the Science Based Targets initiative (SBTi) to reduce our Scope 1 and 2 carbon footprint by 42% by 2030 and to commit to Net Zero by 2050.
The principal risks and uncertainties facing the Company are as follows:
Competitive risks
The digital advertising sector in which Blis operates continues to be highly competitive. Our continued focus on cookieless technology, telco data integration, and Smartholdout measurement technology allows us to differentiate ourselves in the market. These innovations ensure that we meet evolving customer needs, maintain high customer retention, and remain a leader in the industry.
Financial risks
The Company’s operations expose it to various financial risks, including currency risk, credit risk, and liquidity risk. The Company has in place a financial risk management programme that aims to mitigate the adverse effects on financial performance by closely monitoring trading performance and managing trade debtors and creditors.
Financial risk management
Credit risk: The Company only trades with recognised, creditworthy third parties, many of which are long-standing global clients. Receivable balances are monitored on an ongoing basis.
Liquidity risk: The Company mitigates liquidity risk by managing cash generation through operations and carefully monitoring projected future cash flows.
Foreign exchange risks: The Company purchases certain products in foreign currencies and receives revenue in foreign currencies, which helps to hedge some of this exposure. The Company regularly reviews its foreign currency exposure.
Financial key performance indicators
Group revenues for the period ended 30 June 2024 were £82.9m (30 June 2023: £72.5m). The Group posted an adjusted EBITDA of £16.0m (30 June 2023: £9.8m) and an operating loss of £7.7m (30 June 2023: £13.6m). The operating loss is largely driven by £23.3m (30 June 2023: £23.1m) in non-cash amortisation and depreciation, which primarily relates to the Blis platform, recorded as an intangible asset since the 2022 Private Equity deal with LDC.
Future developments
The Group remains committed to advancing our platform and technology. Our focus on Audience Explorer, cookieless Dynamic Audience targeting, Smartholdout measurement, and telco data integrations positions us to remain at the forefront of innovation in the industry. With our continuous investment in both product and people, we anticipate sustained revenue and profitability growth in the coming years.
Building a sustainable, ethical, and inclusive business is at the heart of our strategy. Our employees have demonstrated passion, determination, and a commitment to our values of being Brave and Inclusive. Our focus on innovation, customer satisfaction, and sustainability will continue to drive future success.
The group works with some of the world’s largest companies, many of which have been long-standing clients. Our experienced sales, client services, and supply teams maintain strong relationships with both customers and suppliers, ensuring a high level of client satisfaction and retention.
Blis remains committed to reducing its impact on the planet and supporting the communities in which we operate. Our commitment to sustainability and diversity was recognised when Blis was named Campaign’s ‘Best Places to Work’ in 2022 and was celebrated by Best Companies Group and COLOR Magazine as an Inclusive Workplace.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2024.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
The group's policy is to consult and collect employee feedback through regular staff surveys on matters likely to affect employees' interests.
Information about matters of concern to employees is given through weekly all-hands meetings. These meetings regularly include presentations which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
In accordance with the company's articles, a resolution proposing that Moore Kingston Smith LLP be reappointed as auditor of the group will be put at a General Meeting.
The Group is required to prepare a streamlined energy and carbon report which quantifies our energy consumption and annual emissions. We have made excellent progress with our ESG strategy including having our targets approved by the SBTi and preparing a B Corp submission.
We are now working with a 3rd party partner to measure our entire carbon footprint and can confirm that under Scope 1 and 2 the Group's annual consumption of energy was less than 40,000 kWh during the year. In the latest fiscal year, our total footprint was 175,116 tonnes CO2e with Scope 1 and 2 totalling 12 tonnes CO2e and Scope 3 175,104 tonnes CO2e.
We have audited the financial statements of Blis Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the Group Statement of Comprehensive Income, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
Basis for 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's 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.
Other information
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.
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 group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, and UK taxation legislation.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of noncompliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £8,193k (2023: profit £5,910k).
Blis Holdco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 85 Great Portland Street, London, W1W 7LT 85 Great Portland Street, First Floor, London, England, W1W 7LT.
The group consists of Blis Holdco Limited and all of its subsidiaries.
The prior reporting period was a long period from the incorporation of the company on 14 March 2022 to 30 June 2023.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.
The financial statements have been prepared under the historical cost convention (modified for certain financial instruments included at fair value). The principal accounting policies adopted are set out below.
The consolidated group financial statements consist of the financial statements of the parent company Blis Holdco Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Not withstanding a loss for the period of £12,382k, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Group had a cash balance of £12,232k at the balance sheet date. The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which are based on their current expectations of trading prospects, the expected payment of a portion of the deferred consideration as well as the servicing of debt. The Group had strong positive cash reserves as at the date of approval of the financial statements.
As a result, the directors are confident the Group will be able to continue to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of the financial statements. Consequently, the financial statements have been prepared on a going concern basis.
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from a contract to provide services is recognised in the period in which the services are provided when all the following conditions are satisfied
• the amount of revenue can be measured reliably;
• it is probable that the Group will receive the consideration due under the contract
• the stage of completion of the contract at the end of the reporting period can be measured reliably;
and
• the entity has satisfied its performance obligation
Revenue from services provided is recognised in the P&L on a monthly basis, based upon the level of impressions generated from each individual client campaign as this is when the company has performed its contractual obligations and delivered the service to the intended recipient.
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and 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, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, 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.
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.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group 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.
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 group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
For cash-settled share-based payments, a liability is recognised for the goods and services acquired, measured initially at the fair value of the liability. At the balance sheet date until the liability is settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes in fair value recognised in profit or loss for the year.
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black Scholes model model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
The expense in relation to options over the parent company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
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 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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Management reviews the useful lives of depreciable assets at each reporting date. At the reporting date management assesses that the useful lives represent the expected utility of the assets to the Group. Actual results, however, may vary due to unforeseen events.
An impairment loss is recognised for the amount by which the assets or cash generating unit's carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each cash-generating unit and determines a suitable discount rate in order to calculate the present value of those cash flows. In the process of measuring expected future cash flows management makes assumptions about future operating results. These assumptions relate to future events and circumstances. In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset- specific risk factors.
The fair value of equity settled share options is determined using the Black-Scholes model. The significant inputs into the model are share price at grant date, exercise price, expected option life, expected volatility and risk free rate. share price has been estimated based on a valuation used for fundraising purposed. Expected volatility has been estimated and benchmarked against comparable quoted companies. Expected life has been estimated to be the earliest point in time in which options can be exercised based on the expected exercise profit of option holders. Details of share based payments can be found in note 26.
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. See note 21 for the carrying amount and further details.
The cost of business combinations for Blis Group Limited includes an estimated amount of contingent consideration, based on the annual recurring revenue, that is probable and can be measured reliable, and is adjusted for changed in contingent consideration after the acquisition date. The measurement of estimated consideration payable is based on forecasts and changed to actual performance has the potential to cause material adjustments to the financial statements.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Management reviews the useful lives of intangible assets at each reporting date. At the reporting date management assesses that the useful lives represent the expected utility of the assets to the Group. Actual results, however, may vary due to unforeseen events.
The Group's policy is to capitalise approximately 90% of the staff costs relating to the engineering and product teams, as they work on the continued development of the Blis platform through which all group revenue is derived. Amortisation of this intangible asset commences at the start of the subsequent quarter over a period of 3 years, which reflects the fast moving nature of the industry.
Included in exceptional costs are costs in relation to restructuring and other once off costs related to project delivery.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
The actual credit for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Details of the company's subsidiaries at 30 June 2024 are as follows:
Registered office addresses (all UK unless otherwise indicated):
As permitted by section 479A of the Companies Act 2006, the subsidiary, Blis Group Limited, is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts. In order to meet this exemption, the Company will give guarantees under section 479C of the Companies Act 2006.
Financial assets that are debt instruments measured at amortised cost comprise trade debtors and other assets readily convertible into cash.
Financial liabilities measure at amortised cost comprise trade creditors, bank loans and other liabilities which are likely to require settlement in monetary terms.
The long-term loan notes and bank loans are secured by way of fixed and floating charges. See note 24 for further information.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset in the prior year related to the utilisation of tax losses against future expected profits of the same period. These were fully utilised in the year.
The deferred tax liability is in relation to accelerated capital allowances and the fair value uplift of the platform recognised on acquisition of Blis Group Limited. The deferred tax in relation to accelerated capital allowances is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period. The deferred tax liability in relation to the fair value uplift of the platform will be reversed over the amortisation period of the platform.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
The A, B and C Ordinary Shares rank pari-passu in respect of all share rights except for in the event of a share sale or a return on capital, where any consideration or surplus assets and retained assets, respectively, shall be applied amongst the holders of the equity shares in accordance with the distribution waterfall per the articles of association.
There are fixed charges over Blis Holdco Limited, Blis Group Limited and Blis Global Limited in relation to:
All interests and estates in any freehold, leasehold or commonhold property now and subsequently owned by it;
All licences to enter or use any secured property;
The benefit of all other agreements, instruments and rights relating to its secured property;
All plant, machinery, vehicles, computers, office and other equipment, all furniture, furnishings, fittings, equipment and tools and any removals or replacement of them;
the secured shares;
the investments,
All of its book and other debts and monetary claims and their proceeds, including each unblocked account
or the use of any secured assets, and all rights in connection with them;
its goodwill and intellectual property;
There is a floating charge over Blis Holdco Limited in relation to all its assets and undertaking wherever located both present and future.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
The remuneration of key management personnel is as follows.
On 16 June 2022, one of the directors subscribed to 9,466 share options in the Company in their capacity as a director. The options have been valued using the Black Scholes method. The charge to the profit and loss in the year in relation to share-based payments was £12k (2023: 11k).