Blis Holdco Limited
Annual Report and Financial Statements
For the year ended 30 June 2024
Company Registration No. 13974159 (England and Wales)
Blis Holdco Limited
Company Information
Directors
G Isbister
P S Dhami
J Farrell
D Andrews
J Green
Company number
13974159
Registered office
85 Great Portland Street
First Floor
London
England
W1W 7LT
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Blis Holdco Limited
Contents
Page
Strategic report
1 - 4
Directors' report
5 - 6
Independent auditor's report
7 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 38
Blis Holdco Limited
Strategic Report
For the year ended 30 June 2024
Page 1

The directors present the strategic report for the year ended 30 June 2024.

Principal activities

 

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 Holdco Limited
Strategic Report (Continued)
For the year ended 30 June 2024
Page 2
Research and development

 

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:

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.

 

Blis Holdco Limited
Strategic Report (Continued)
For the year ended 30 June 2024
Page 3
Principal risks and uncertainties

 

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

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.

Blis Holdco Limited
Strategic Report (Continued)
For the year ended 30 June 2024
Page 4
Promoting the success of the company

 

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

G Isbister
Director
20 December 2024
Blis Holdco Limited
Directors' Report
For the year ended 30 June 2024
Page 5

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the Group continued to be that of the development of a privacy first analytics and advertising software platform. The principal activity of the Company is that of a holding company.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

G Isbister
P S Dhami
J Farrell
D Andrews
J Green
Results and dividends

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

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.

Auditor

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.

Energy and carbon report

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.

 

 

Blis Holdco Limited
Directors' Report (Continued)
For the year ended 30 June 2024
Page 6
Statement of directors' responsibilities

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

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

On behalf of the board
G Isbister
Director
20 December 2024
Blis Holdco Limited
Independent Auditor's Report
To the Members of Blis Holdco Limited
Page 7
Opinion

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).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group'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

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.

Blis Holdco Limited
Independent Auditor's Report (Continued)
To the Members of Blis Holdco Limited
Page 8

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

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

 

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 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.

Blis Holdco Limited
Independent Auditor's Report (Continued)
To the Members of Blis Holdco Limited
Page 9
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

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.

 

Blis Holdco Limited
Independent Auditor's Report (Continued)
To the Members of Blis Holdco Limited
Page 10

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.

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.

Jonathan Dawson (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith
14 January 2025
Chartered Accountants
Statutory Auditor
Blis Holdco Limited
Group Statement of Comprehensive Income
For the year ended 30 June 2024
Page 11
Year
Period
ended
ended
30 June
30 June
2024
2023
Notes
£000
£'000
Turnover
3
82,936
72,473
Other operating income
709
235
Other external expenses
(30,759)
(28,752)
Staff costs
7
(22,625)
(21,721)
Depreciation and amortisation
5
(23,346)
(23,139)
Other operating expenses
(14,632)
(12,745)
Operating loss
5
(7,717)
(13,649)
Interest receivable and similar income
9
94
3
Interest payable and similar expenses
10
(7,581)
(7,057)
Exceptional costs
(221)
(4,150)
Loss before taxation
(15,425)
(24,853)
Tax on loss
11
3,035
4,543
Loss for the financial year
(12,390)
(20,310)
Other comprehensive income
Currency translation differences
8
(247)
Total comprehensive income for the year
(12,382)
(20,557)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
Blis Holdco Limited
Group Balance Sheet
As at 30 June 2024
30 June 2024
Page 12
2024
2023
Notes
£000
£000
£'000
£'000
Fixed assets
Goodwill
12
15,959
16,246
Other intangible assets
12
23,383
40,473
Total intangible assets
39,342
56,719
Tangible assets
13
242
280
39,584
56,999
Current assets
Debtors
17
30,923
24,349
Cash at bank and in hand
12,232
6,463
43,155
30,812
Creditors: amounts falling due within one year
18
(29,168)
(25,327)
Net current assets
13,987
5,485
Total assets less current liabilities
53,571
62,484
Creditors: amounts falling due after more than one year
19
(81,088)
(73,020)
Provisions for liabilities
Deferred tax liability
21
(5,122)
(9,735)
(5,122)
(9,735)
Net liabilities
(32,639)
(20,271)
Capital and reserves
Called up share capital
23
38
38
Share premium account
239
237
Share based payments reserve
23
11
Profit and loss reserves
(32,939)
(20,557)
Total equity
(32,639)
(20,271)
The financial statements were approved by the board of directors and authorised for issue on 20 December 2024 and are signed on its behalf by:
20 December 2024
G  Isbister
Director
Blis Holdco Limited
Company Balance Sheet
As at 30 June 2024
30 June 2024
Page 13
2024
2023
Notes
£000
£000
£'000
£'000
Fixed assets
Intangible assets
12
-
0
104
Investments
14
84,496
82,774
84,496
82,878
Current assets
Debtors
17
3,363
2,394
Creditors: amounts falling due within one year
18
(8,754)
(6,056)
Net current liabilities
(5,391)
(3,662)
Total assets less current liabilities
79,105
79,216
Creditors: amounts falling due after more than one year
19
(81,088)
(73,020)
Net (liabilities)/assets
(1,983)
6,196
Capital and reserves
Called up share capital
23
38
38
Share premium account
239
237
Share based payment reserves
23
11
Profit and loss reserves
(2,283)
5,910
Total equity
(1,983)
6,196

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).

The financial statements were approved by the board of directors and authorised for issue on 20 December 2024 and are signed on its behalf by:
20 December 2024
G  Isbister
Director
Company Registration No. 13974159 (England and Wales)
Blis Holdco Limited
Group Statement of Changes in Equity
For the year ended 30 June 2024
Page 14
Share capital
Share premium account
Share-based payments reserve
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 14 March 2022
-
0
-
0
-
-
0
-
Period ended 30 June 2023:
Loss for the period
-
-
-
(20,310)
(20,310)
Other comprehensive income:
Currency translation differences
-
-
-
(247)
(247)
Total comprehensive income for the period
-
-
-
(20,557)
(20,557)
Issue of share capital
38
237
-
-
275
Share-based payment charge
-
-
11
-
11
Balance at 30 June 2023
38
237
11
(20,557)
(20,271)
Period ended 30 June 2024:
Loss for the period
-
-
-
(12,390)
(12,390)
Other comprehensive income:
Currency translation differences
-
-
-
8
8
Total comprehensive income for the period
-
-
-
(12,382)
(12,382)
Amendment of share premium
-
2
-
-
2
Share-based payment charge
-
-
12
-
12
Balance at 30 June 2024
38
239
23
(32,939)
(32,639)
Blis Holdco Limited
Company Statement of Changes in Equity
For the year ended 30 June 2024
Page 15
Share capital
Share premium account
Share-based payments reserve
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
Balance at 14 March 2022
-
0
-
0
-
-
0
-
Period ended 30 June 2023:
Profit and total comprehensive income for the period
-
-
-
5,910
5,910
Issue of share capital
23
38
237
-
-
275
Share-based payment charge
-
-
11
-
11
Balance at 30 June 2023
38
237
11
5,910
6,196
Period ended 30 June 2024:
Loss and total comprehensive income for the period
-
-
-
(8,193)
(8,193)
Amendment of share premium
-
2
-
-
2
Share-based payment charge
-
-
12
-
12
Balance at 30 June 2024
38
239
23
(2,283)
(1,983)
Blis Holdco Limited
Group Statement of Cash Flows
For the year ended 30 June 2024
Page 16
2024
2023
Notes
£000
£000
£'000
£'000
Cash flows from operating activities
Cash generated from operations
28
15,959
16,213
Interest received
94
3
Interest paid
(1,726)
(1,388)
Income taxes paid
(450)
(675)
Net cash inflow from operating activities
13,877
14,153
Investing activities
Purchase of tangibles
(137)
(250)
Purchase of intangible assets
(4,072)
(3,471)
Purchase of subsidiary
-
(82,774)
Cash acquired from subsidiary
-
12,102
Net cash used in investing activities
(4,209)
(74,393)
Financing activities
Proceeds from issue of shares
2
275
Proceeds from borrowings
591
66,672
Repayment of borrowings
(4,500)
-
Net cash (used in)/generated from financing activities
(3,907)
66,947
Net increase in cash and cash equivalents
5,761
6,707
Cash and cash equivalents at beginning of year
6,463
-
0
Effect of foreign exchange rates
8
(244)
Cash and cash equivalents at end of year
12,232
6,463
Blis Holdco Limited
Notes to the Group Financial Statements
For the year ended 30 June 2024
Page 17
1
Accounting policies
Company information

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.

1.1
Reporting period

The prior reporting period was a long period from the incorporation of the company on 14 March 2022 to 30 June 2023.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £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.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
1
Accounting policies
(Continued)
Page 18

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.5
Going concern

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.

1.6
Turnover

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.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
1
Accounting policies
(Continued)
Page 19
1.8
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Development costs
3 year straight line
1.10
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Plant and equipment
3 year straight line
Office equipment
3 year straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.11
Fixed asset investments

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
1
Accounting policies
(Continued)
Page 20
1.12
Impairment of fixed assets

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.

1.13
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.14
Financial instruments

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

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
1
Accounting policies
(Continued)
Page 21
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.

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 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.

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
1
Accounting policies
(Continued)
Page 22
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

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.

1.16
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the 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

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
1
Accounting policies
(Continued)
Page 23
1.17
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.18
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.19
Share-based payments

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.

1.20
Leases

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
1
Accounting policies
(Continued)
Page 24
1.21
Government grants

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.

1.22
Foreign exchange

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 25
2
Judgements and key sources of estimation uncertainty

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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Useful lives of depreciable assets

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.

Impairment of software development costs and goodwill

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.

Valuation of share options

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

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.

Deferred consideration

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
Page 26
Key sources of estimation uncertainty

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.

Useful economic life of intangibles and goodwill

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.

Staff capitalisation and amortisation on development costs

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.

3
Turnover and other revenue
2024
2023
£000
£000
Turnover analysed by geographical market
EMEA
39,018
28,695
APAC
5,989
7,545
AMERICAS
37,929
36,233
82,936
72,473
2024
2023
£000
£000
Other revenue
Interest income
94
3
Grants received
251
229
4
Exceptional item
2024
2023
£000
£000
Expenditure
Restructuring costs
372
4,150
Other
(151)

Included in exceptional costs are costs in relation to restructuring and other once off costs related to project delivery.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 27
5
Operating loss
2024
2023
£000
£000
Operating loss for the period is stated after charging/(crediting):
Exchange (gains)/losses
(134)
376
Government grants
(251)
(229)
Depreciation of owned tangible fixed assets
175
118
Amortisation of intangible assets
23,171
23,021
Operating lease charges
846
804
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the group and company
105
92
For other services
All other non-audit services
79
48
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Management
8
8
6
7
285
263
-
-
Total
293
271
6
7

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Wages and salaries
20,036
19,275
2,733
1,744
Social security costs
2,083
1,910
219
165
Pension costs
506
536
52
31
22,625
21,721
3,004
1,940
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 28
8
Directors' remuneration
2024
2023
£000
£000
Remuneration for qualifying services
1,422
915
Company pension contributions to defined contribution schemes
34
27
1,456
942
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2023: 2).
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£000
£000
Remuneration for qualifying services
891
498
Company pension contributions to defined contribution schemes
17
14
9
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
94
3
10
Interest payable and similar expenses
2024
2023
£000
£000
Interest on financial liabilities measured at amortised cost:
Interest on loans
1,924
1,803
Interest payable on borrowings
5,417
4,848
7,341
6,651
Other finance costs:
Finance costs for financial instruments measured at fair value through profit or loss
240
406
Total finance costs
7,581
7,057
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 29
11
Taxation
2024
2023
£000
£000
Current tax
Corporation tax on profits for the current period
(214)
1,073
Adjustments in respect of prior periods
189
(613)
Total current tax
(25)
460
Deferred tax
Origination and reversal of timing differences
(3,010)
(5,003)
Total tax credit
(3,035)
(4,543)

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:

2024
2023
£000
£000
Loss before taxation
(15,425)
(24,853)
Expected tax credit based on the standard rate of corporation tax of 25.00% (2023: 20.43%)
(3,856)
(5,077)
Tax effect of expenses that are not deductible in determining taxable profit
1,774
3,421
Tax effect of income not taxable in determining taxable profit
(253)
(496)
Adjustments in respect of prior years
189
-
0
Effect of overseas tax rates
(582)
(690)
Under/(over) provided in prior years
-
0
3
Deferred tax adjustments in respect of prior years
-
0
(819)
Additional deduction R&D expenditure
(479)
(836)
Remeasurement of deferred tax for changes in tax rates
206
(700)
Deferred tax not recognised
19
598
Other differences
-
0
53
Deferred tax adjustments in respect of prior years
306
-
Remeasurement of deferred tax on assets not recognised
(359)
-
Taxation credit
(3,035)
(4,543)
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 30
12
Intangible fixed assets
Group
Goodwill
Development costs
Total
£000
£000
£000
Cost
At 1 July 2023
18,126
61,614
79,740
Additions
1,722
4,072
5,794
At 30 June 2024
19,848
65,686
85,534
Amortisation and impairment
At 1 July 2023
1,880
21,141
23,021
Amortisation charged for the year
2,009
21,162
23,171
At 30 June 2024
3,889
42,303
46,192
Carrying amount
At 30 June 2024
15,959
23,383
39,342
At 30 June 2023
16,246
40,473
56,719
Company
Development costs
£000
Cost
At 1 July 2023
115
Disposals
(115)
At 30 June 2024
-
0
Amortisation and impairment
At 1 July 2023
11
Disposals
(11)
At 30 June 2024
-
0
Carrying amount
At 30 June 2024
-
0
At 30 June 2023
104
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 31
13
Tangible fixed assets
Group
Plant and equipment
£000
Cost
At 1 July 2023
360
Additions
137
Disposals
(182)
Exchange adjustments
(1)
At 30 June 2024
314
Depreciation and impairment
At 1 July 2023
80
Depreciation charged in the year
175
Eliminated in respect of disposals
(182)
Exchange adjustments
(1)
At 30 June 2024
72
Carrying amount
At 30 June 2024
242
At 30 June 2023
280
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Investments in subsidiaries
15
-
0
-
0
84,496
82,774
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
14
Fixed asset investments
(Continued)
Page 32
Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 1 July 2023
82,774
Change in deferred consideration
1,722
At 30 June 2024
84,496
Carrying amount
At 30 June 2024
84,496
At 30 June 2023
82,774
15
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Blis Group Limited
1
A
Ordinary
100.00
-
Blis Global Limited
1
C
Ordinary
-
100.00
Blis Global Spain SL
2
B
Ordinary
-
100.00
Blis Italia S.r.l
3
B
Ordinary
-
100.00
Blis Media (Australia) Pty Ltd
4
C
Ordinary
-
100.00
Blis Media GMBH
5
B
Ordinary
-
100.00
Blis Media Pty Pte Limited
6
B
Ordinary
-
100.00
Blis Netherlands B.V.
7
C
Ordinary
-
100.00
Blis USA Inc
8
B
Ordinary
-
100.00
Blis Ad Platform Private Limited
9
B
Ordinary
-
100.00
Blis Corp Limited
10
D
Ordinary
-
100.00
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
15
Subsidiaries
(Continued)
Page 33

Registered office addresses (all UK unless otherwise indicated):

1
85 Great Portland Street, London, W1W 7LT
2
Mallorca, 272, 8. 08037 Barcelona
3
Via Larga 7, Milano (MI) CAP 20122
4
Hayes Knight (NSW) PTY Ltd, Level 2, 115 Pitt Street, Sydney NSW 2000
5
Konigsallee 14, 40212 Dusseldorf
6
10 Stanley Street, 03-01 Singapore 068729
7
Capital C, Weesperplein 4, 1018 XA Amsterdam
8
Corporation Service Company, 80 State Street, Albany, New York, 12207-2543, United States
9
5th Floor, 501, Raheja Titanium, Western Express Highway, Geetanjali Railway Colony, Goregaon East, Ram Nagar, Mumbai, Maharashtra, 400063
10
85 Great Portland Street, London, England, W1W 7LT
Nature of business:
A
Holding company
B
Processing location data
C
Collection, processing location data
D
Dormant

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.

16
Financial instruments
Group
Company
2024
2023
2024
2023
£000
£'000
£000
£'000
Carrying amount of financial assets
Debt instruments measured at amortised cost
28,583
21,223
3,349
2,392
Instruments measured at fair value through profit or loss
12,232
6,463
-
-
Carrying amount of financial liabilities
Measured at amortised cost
(38,162)
(34,934)
(34,769)
(16,934)

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 34
17
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
26,720
20,186
-
0
-
0
Corporation tax recoverable
1,251
1,002
-
0
-
0
Amounts owed by group undertakings
-
-
3,346
2,392
Other debtors
1,304
597
13
-
0
Prepayments and accrued income
1,648
962
4
2
30,923
22,747
3,363
2,394
Amounts falling due after more than one year:
Deferred tax asset (note 21)
-
0
1,602
-
0
-
0
Total debtors
30,923
24,349
3,363
2,394
18
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Deferred consideration
20
45
4,454
45
4,454
Trade creditors
9,669
8,638
45
-
0
Amounts owed to group undertakings
-
-
0
7,466
1,118
Corporation tax payable
237
513
-
0
-
0
Other taxation and social security
1,580
820
44
56
Other creditors
103
95
12
12
Accruals and deferred income
17,534
10,807
1,142
416
29,168
25,327
8,754
6,056
19
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Debenture loans
20
62,870
56,520
62,870
56,520
Bank loans
20
15,155
14,957
15,155
14,957
Deferred consideration
20
3,063
1,543
3,063
1,543
81,088
73,020
81,088
73,020
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 35
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Debenture loans
62,870
56,520
62,870
56,520
Bank loans
15,155
14,957
15,155
14,957
Deferred consideration
3,108
5,997
3,108
5,997
81 133
77,474
81 133
77,474
Payable within one year
45
4,454
45
4,454
Payable after one year
81,088
73,020
81,088
73,020

The long-term loan notes and bank loans are secured by way of fixed and floating charges. See note 24 for further information.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£000
£000
£000
£000
Accelerated capital allowances
8,133
1,187
-
-
Tax losses
(3,011)
-
-
1,585
Acquired through business combination
-
8,548
-
-
Short term timing differences - pension
-
-
-
17
5,122
9,735
-
1,602
The company has no deferred tax assets or liabilities.
Group
Company
2024
2024
Movements in the year:
£000
£000
Liability at 1 July 2023
8,133
-
Credit to profit or loss
(3,011)
-
Liability at 30 June 2024
5,122
-
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
21
Deferred taxation
(Continued)
Page 36

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.

 

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
505
537

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.

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
Ordinary A shares of 1.5p each
707,015
707,015
10
10
Ordinary B shares of 10p each
87,985
87,985
9
9
Ordinary C shares of 10p each
186,966
186,966
19
19
981,966
981,966
38
38

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.

Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
Page 37
24
Financial commitments, guarantees and contingent liabilities

There are fixed charges over Blis Holdco Limited, Blis Group Limited and Blis Global Limited in relation to:

 

There is a floating charge over Blis Holdco Limited in relation to all its assets and undertaking wherever located both present and future.

 

25
Operating lease commitments
Lessee

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:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Within one year
695
582
-
-
Between two and five years
531
497
-
-
1,226
1,079
-
-
26
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2024
2023
£000
£000
Aggregate compensation
1,115
1,857
Other information
Blis Holdco Limited
Notes to the Group Financial Statements (Continued)
For the year ended 30 June 2024
26
Related party transactions
(Continued)
Page 38

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).

27
Controlling party

As at 30 June 2024, there was no ultimate controlling party.

28
Cash generated from group operations
2024
2023
£000
£'000
Loss for the year after tax
(12,390)
(20,310)
Adjustments for:
Taxation credited
(3,035)
(4,543)
Finance costs
7,724
7,057
Investment income
(94)
(3)
(Gain)/loss on disposal of tangible fixed assets
-
7
Other income - RDEC
(365)
-
Amortisation and impairment of intangible assets
23,171
23,021
Depreciation and impairment of tangible fixed assets
176
118
Movements in working capital:
Decrease / (increase) in debtors
(7,992)
11,809
(Decrease) / increase in creditors
8,763
(944)
Cash generated from operations
15,959
16,213
29
Analysis of changes in net debt - group
1 July 2023
Cash flows
Market value movements
30 June 2024
£000
£000
£000
£000
Cash at bank and in hand
6,463
5,769
-
12,232
Borrowings excluding overdrafts
(77,474)
240
(240)
(77,474)
(71,011)
6,009
(240)
(65,242)
2024-06-302023-07-01falsefalseCCH SoftwareCCH Accounts Production 2024.301G IsbisterP S DhamiJ FarrellD AndrewsJ Greenfalse139741592023-07-012024-06-3013974159bus:RegisteredOffice2023-07-012024-06-3013974159bus:Director1bus:Consolidated2023-07-012024-06-3013974159bus:Consolidated2024-06-3013974159bus:Consolidated2023-07-012024-06-30139741592024-06-3013974159bus:Consolidated2022-03-142023-06-3013974159core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-07-012024-06-3013974159core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-03-142023-06-3013974159core:Goodwillbus:Consolidated2024-06-3013974159core:Goodwillbus:Consolidated2023-06-3013974159core:OtherResidualIntangibleAssetsbus:Consolidated2024-06-3013974159core:OtherResidualIntangibleAssetsbus:Consolidated2023-06-3013974159core:OtherResidualIntangibleAssets2024-06-3013974159core:OtherResidualIntangibleAssets2023-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2024-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-06-3013974159bus:Consolidated2023-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditure2024-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-06-3013974159core:PlantMachinerybus:Consolidated2024-06-3013974159core:PlantMachinerybus:Consolidated2023-06-3013974159core:ShareCapitalbus:Consolidated2024-06-3013974159core:ShareCapitalbus:Consolidated2023-06-3013974159core:SharePremiumbus:Consolidated2024-06-3013974159core:SharePremiumbus:Consolidated2023-06-3013974159core:OtherMiscellaneousReservebus:Consolidated2024-06-3013974159core:OtherMiscellaneousReservebus:Consolidated2023-06-3013974159core:ShareCapital2024-06-3013974159core:ShareCapital2023-06-3013974159core:SharePremium2024-06-3013974159core:SharePremium2023-06-3013974159core:OtherMiscellaneousReserve2024-06-3013974159core:OtherMiscellaneousReserve2023-06-3013974159core:RetainedEarningsAccumulatedLosses2024-06-3013974159core:ShareCapitalbus:Consolidated2022-03-1313974159core:SharePremiumbus:Consolidated2022-03-1313974159core:RetainedEarningsAccumulatedLossesbus:Consolidated2022-03-1313974159core:RetainedEarningsAccumulatedLossesbus:Consolidated2023-06-3013974159core:RetainedEarningsAccumulatedLossesbus:Consolidated2024-06-3013974159core:ShareCapital2022-03-1313974159core:SharePremium2022-03-1313974159core:RetainedEarningsAccumulatedLosses2022-03-1313974159core:RetainedEarningsAccumulatedLosses2023-06-3013974159bus:Director12023-07-012024-06-30139741592023-06-3013974159core:ShareCapitalbus:Consolidated2022-03-142023-06-3013974159core:SharePremiumbus:Consolidated2022-03-142023-06-3013974159core:ShareCapital2022-03-142023-06-3013974159core:SharePremium2022-03-142023-06-30139741592022-03-142023-06-3013974159bus:Consolidated2022-03-1313974159core:Goodwill2023-07-012024-06-3013974159core:IntangibleAssetsOtherThanGoodwill2023-07-012024-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-07-012024-06-3013974159core:PlantMachinery2023-07-012024-06-3013974159core:FurnitureFittings2023-07-012024-06-3013974159core:UKTaxbus:Consolidated2023-07-012024-06-3013974159core:UKTaxbus:Consolidated2022-03-142023-06-3013974159bus:Consolidated12023-07-012024-06-3013974159bus:Consolidated12022-03-142023-06-3013974159bus:Consolidated22023-07-012024-06-3013974159bus:Consolidated22022-03-142023-06-3013974159bus:Consolidated32023-07-012024-06-3013974159bus:Consolidated32022-03-142023-06-3013974159bus:Consolidated42023-07-012024-06-3013974159bus:Consolidated42022-03-142023-06-3013974159bus:Consolidated52023-07-012024-06-3013974159bus:Consolidated52022-03-142023-06-3013974159core:Goodwillbus:Consolidated2023-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-06-3013974159bus:Consolidated2023-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-06-3013974159core:Goodwillcore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-07-012024-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditurecore:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-07-012024-06-3013974159core:ExternallyAcquiredIntangibleAssetsbus:Consolidated2023-07-012024-06-3013974159core:Goodwillbus:Consolidated2023-07-012024-06-3013974159core:DevelopmentCostsCapitalisedDevelopmentExpenditurebus:Consolidated2023-07-012024-06-3013974159core:PlantMachinerybus:Consolidated2023-06-3013974159core:PlantMachinerybus:Consolidated2023-07-012024-06-3013974159core:CurrentFinancialInstruments2024-06-3013974159core:CurrentFinancialInstruments2023-06-3013974159core:CurrentFinancialInstrumentsbus:Consolidated2024-06-3013974159core:CurrentFinancialInstrumentsbus:Consolidated2023-06-3013974159core:Non-currentFinancialInstrumentsbus:Consolidated2024-06-3013974159core:Non-currentFinancialInstrumentsbus:Consolidated2023-06-3013974159core:Non-currentFinancialInstruments2024-06-3013974159core:Non-currentFinancialInstruments2023-06-3013974159core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2023-06-3013974159core:CurrentFinancialInstrumentscore:WithinOneYear2024-06-3013974159core:CurrentFinancialInstrumentscore:WithinOneYear2023-06-3013974159core:CurrentFinancialInstrumentscore:WithinOneYearbus:Consolidated2024-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2024-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated2023-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYear2024-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYear2023-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12024-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYearbus:Consolidated12023-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYear22024-06-3013974159core:Non-currentFinancialInstrumentscore:AfterOneYear22023-06-3013974159core:WithinOneYearbus:Consolidated2024-06-3013974159core:WithinOneYearbus:Consolidated2023-06-3013974159bus:PrivateLimitedCompanyLtd2023-07-012024-06-3013974159bus:FRS1022023-07-012024-06-3013974159bus:Audited2023-07-012024-06-3013974159bus:ConsolidatedGroupCompanyAccounts2023-07-012024-06-3013974159bus:Director22023-07-012024-06-3013974159bus:Director32023-07-012024-06-3013974159bus:Director42023-07-012024-06-3013974159bus:Director52023-07-012024-06-3013974159bus:FullAccounts2023-07-012024-06-30xbrli:purexbrli:sharesiso4217:GBP