Company registration number 10162741 (England and Wales)
MAPP DIGITAL UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
MAPP DIGITAL UK LTD
COMPANY INFORMATION
Directors
Mr D N Love
(Appointed 15 October 2024)
Mr J R N Brooke
(Appointed 15 October 2024)
Secretary
Vistra Company Secretaries Limited
Company number
10162741
Registered office
95 Gresham Street
6th Floor
London
EC2V 7NA
Auditor
Kirk Rice LLP
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
MAPP DIGITAL UK LTD
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 24
Detailed profit and loss account
MAPP DIGITAL UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -
The directors present the strategic report for the year ended 31 December 2023.
Business review
As set out on page 9, the company has made a loss for the year after tax of £13,593,828 (2022 - £11,346,749).
Financial key performance indicators
For the 12 months ended 31 December 2023, the company generated £9,432,669 (2022 - £9,991,810) gross profit from revenues of £11,860,474 (2022 - £12,535,616). However, the company’s operating expenses were far greater, resulting in an operating loss of £8,993,928(2022 - £8,417,624) and a net loss of £13,593,828 (2022 - £11,346,749).
Principal risks and uncertainties
The management of the business and the execution of the company’s strategy are subject to a number of risks. The key business risks affecting the company relate to realising the revenue growth we plan on achieving for future periods and the lack of sufficient liquidity on hand or available.
Financial risk management
The company's operations expose it to a variety of financial risks that include foreign exchange currency rate risk, price risk, credit risk, liquidity risk, and interest rate cash flow risk. Given the size of the company, responsibility for monitoring financial risk management is in the hands of the board.
Interest rate risk
The board seeks to limit the adverse effects on the financial performance of the company by monitoring levels of debt finance and the related finance costs. The company does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied.
Foreign exchange currency rate risk
The majority of the company's transactions, both in volume and value, are conducted primarily in Euro, British Pound Sterling and US dollars. The company seeks to minimise foreign exchange currency rate risk through the regular monitoring of foreign currency flows and endeavouring to match the inflows and outflows for each major currency (a "natural hedge"). The company does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied.
Price risk
The company is not exposed to any commodity price risk as a result of its operations. The company has no exposure to equity securities price risk as it holds no listed investments.
Credit risk
Credit risk arises from cash and cash equivalents, and deposits with banks and financial institutes, as well as credit exposures to customers, including outstanding receivables. The company has implemented policies that require appropriate credit checks on potential customers before sales are made.
Liquidity risk
Liquidity continues to be the key risk and uncertainty currently facing the company. From the date of inception through the date of this report, the company has not yet achieved operating profitability. Further, due to the significant costs incurred with (i) investing in updating the technology underlying our service platform and (ii) rationalising the employee base with anticipated future cash flows, the company has been dependent upon the support of the ultimate parent company. UBS Asset Management (Americas) LLC, as the majority shareholder of MEME Global Holdings, has confirmed its continued financial support.
MAPP DIGITAL UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Mr J R N Brooke
Director
21 February 2025
MAPP DIGITAL UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2023.
Principal activities
The principal activity of the company is to provide next generation marketing technology across various platforms.
Results and dividends
The results for the year are set out on page 9.
The loss for the year, after taxation, amounted to £13,593,828 (2022 - loss £11,346,749 ).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr S F Warren
(Appointed 19 May 2023 and resigned 15 October 2024)
Mr N E Pingelton
(Resigned 15 October 2024)
Mr M Johnson
(Resigned 19 May 2023)
Mr M E Wilkinson
(Resigned 19 May 2023)
Mr D N Love
(Appointed 15 October 2024)
Mr J R N Brooke
(Appointed 15 October 2024)
Energy and carbon report
As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Going concern
The directors have assessed the company’s ability to continue as a going concern considering its financial position. For the year ended 31 December 2023, the company reported a loss before tax of £13.6 million and net liabilities of £46.1 million. The company has prepared forecasts for the forthcoming 12 months, these contain assumptions regarding revenues and anticipated costs. However, the timing of cashflows, revenues and costs is inherently difficult to forecast. Although, should future projections be achieved, the company will have sufficient cashflows. Thus, the directors continue to adopt the going concern basis of accounting.
UBS Asset Management (Americas) LLC, as the majority shareholder of MEME Global Holdings and a provider of debt financing to the group, has confirmed its continued financial support. UBS has explicitly stated its ability and willingness to provide additional financial assistance if required, backed by its substantial financial capacity and market presence.
Based on this support, the directors have a reasonable expectation that the company will have sufficient resources to continue operating for the foreseeable future. Therefore, the financial statements have been prepared on a going concern basis. However, the directors acknowledge that the company remains dependent on the continued financial backing of UBS and that this represents a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern.
MAPP DIGITAL UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
On behalf of the board
Mr J R N Brooke
Director
21 February 2025
MAPP DIGITAL UK LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
MAPP DIGITAL UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MAPP DIGITAL UK LTD
- 6 -
Qualified opinion on financial statements
We have audited the financial statements of Mapp Digital UK Ltd (the 'company') for the year ended 31 December 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for qualified opinion
In the company's financial statements for the year ended 31 December 2022, a qualified opinion was issued due to a limitation of scope relating to potentially material and pervasive transactions with related parties, namely with the wider Marlin Group. We have been unable to satisfy ourselves by alternative means due to the unavailability of information relating to these transactions.
As a result of these matters, we were unable to determine whether there were any material misstatements in the amounts due from and to group undertakings as at the opening balance sheet position, 31 December 2022 (total amounts due from group undertakings were £18,944,342 and total amounts due to group undertakings were £41,816,920). Misstatements may also exist in the current reporting period's intercompany interest received (2023: £4,749,080) or charged (2023: £13,742,811), related foreign currency movements, and those elements of the statement of cash flows that relate to movements in amounts owed by or to group entities for the prior period. In addition, where any adjustment is required to the aforementioned balances and transactions, then the strategic report and directors' report would also need to be amended.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Material uncertainty relating to going concern
We draw attention to Note 1.2 in the financial statements, which indicates that the company incurred a net loss of £13,593,828 during the year ended 31 December 2023 and, as of that date, the company's current liabilities exceeded its total assets by £46,130,941. The company relies on the ongoing support of its indirect shareholder and, as stated in Note 1.2, this indicates that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
MAPP DIGITAL UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAPP DIGITAL UK LTD
- 7 -
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.
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the opening position of the intercompany loan balances or related balances in the prior period. We have concluded that where the other information refers to these balances, it may be materially misstated for the same reason.
Opinions on other matters prescribed by the Companies Act 2006
Except for the possible effects of the matter described in the basis for qualified opinion section of our report, 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.
Matters on which we are required to report by exception
In respect solely of the limitation on our work relating to stock, described above:
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
we were unable to determine whether adequate accounting records had been maintained.
Except for the matter described in the basis for qualified opinion section of our report, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
Arising solely from the limitation of scope of our work relating to transactions with related parties in the prior period, referred to above:
we have not obtained all of the information and explanations that we considered necessary for the purpose of our audit; and
we were unable to determine whether adequate accounting records have been kept.
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:
returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
MAPP DIGITAL UK LTD
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF MAPP DIGITAL UK LTD
- 8 -
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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
During the planning of our audit procedures, attention was drawn to the key areas which might involve non-compliance with laws and regulations or fraud. All members of the audit team considered the risks and how these could possibly manifest in practice. We also enquired of management whether they were aware of any instances of non-compliance with laws and regulations or had knowledge of any actual, suspected, or alleged fraud.
In particular, we had to consider the adequacy of the controls in place including management’s use of spreadsheets and reconciliations. We also considered, amongst other matters, management override of controls, recognition of income, and the maintenance of statutory records.
As detailed throughout this summary, the audit work carried out was designed in a way to identify any occurrences of fraud during the year. We are satisfied that the risk of management override of controls has been mitigated and that no manipulation has occurred in sales through incorrect or false revenue recognition or inappropriate journal entries.
At the completion stage of the audit, final review and oversight included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud. Following this, we are satisfied that there were no instances of fraud or irregularity.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Kalbinder Sanghera
Senior Statutory Auditor
For and on behalf of Kirk Rice LLP
21 February 2025
2025-02-21
Statutory Auditor
Zeeta House
200 Upper Richmond Road
Putney
London
United Kingdom
SW15 2SH
MAPP DIGITAL UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
2023
2022
as restated
Notes
£
£
Turnover
3
11,860,474
12,535,616
Cost of sales
(2,427,805)
(2,543,806)
Gross profit
9,432,669
9,991,810
Administrative expenses
(18,429,629)
(18,409,434)
Other operating income
3,032
Operating loss
4
(8,993,928)
(8,417,624)
Interest receivable and similar income
7
506,197
537,490
Interest payable and similar expenses
8
(5,106,097)
(3,466,615)
Loss before taxation
(13,593,828)
(11,346,749)
Tax on loss
9
Loss for the financial year
(13,593,828)
(11,346,749)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
MAPP DIGITAL UK LTD
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 10 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
10
4,350
4,180
Current assets
Debtors falling due after more than one year
11
608,962
608,962
Debtors falling due within one year
11
32,795,957
14,749,254
Cash at bank and in hand
217,874
530,333
33,622,793
15,888,549
Creditors: amounts falling due within one year
12
(79,737,937)
(48,313,352)
Net current liabilities
(46,115,144)
(32,424,803)
Total assets less current liabilities
(46,110,794)
(32,420,623)
Creditors: amounts falling due after more than one year
13
(20,147)
(116,490)
Net liabilities
(46,130,941)
(32,537,113)
Capital and reserves
Called up share capital
15
1
1
Capital redemption reserve
18,451,599
18,451,599
Other reserves
73,242
73,242
Profit and loss reserves
(64,655,783)
(51,061,955)
Total equity
(46,130,941)
(32,537,113)
The financial statements were approved by the board of directors and authorised for issue on 21 February 2025 and are signed on its behalf by:
Mr J R N Brooke
Director
Company registration number 10162741 (England and Wales)
MAPP DIGITAL UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
Share capital
Capital redemption reserve
Share based payments reserve
Profit and loss reserves
Total
£
£
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
1
18,451,599
44,163
(39,715,206)
(21,219,443)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
(11,346,749)
(11,346,749)
Transfers
-
-
29,079
29,079
Balance at 31 December 2022
1
18,451,599
73,242
(51,061,955)
(32,537,113)
Year ended 31 December 2023:
Loss and total comprehensive income
-
-
-
(13,593,828)
(13,593,828)
Balance at 31 December 2023
1
18,451,599
73,242
(64,655,783)
(46,130,941)
MAPP DIGITAL UK LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
21
4,290,291
3,309,914
Interest paid
(5,106,097)
(3,466,615)
Net cash outflow from operating activities
(815,806)
(156,701)
Investing activities
Purchase of tangible fixed assets
(2,850)
(2,331)
Interest received
506,197
537,491
Net cash generated from investing activities
503,347
535,160
Net (decrease)/increase in cash and cash equivalents
(312,459)
378,459
Cash and cash equivalents at beginning of year
530,333
151,874
Cash and cash equivalents at end of year
217,874
530,333
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
1
Accounting policies
Company information
Mapp Digital UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 95 Gresham Street, 6th Floor, London, EC2V 7NA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
1.2
Going concern
The directors have assessed the company’s ability to continue as a going concern considering its financial position. For the year ended 31 December 2023, the company reported a loss before tax of £true13.6 million and net liabilities of £46.1 million. The company has prepared forecasts for the forthcoming 12 months, these contain assumptions regarding revenues and anticipated costs. However, the timing of cashflows, revenues and costs is inherently difficult to forecast. Although, should future projections be achieved, the company will have sufficient cashflows. Thus, the directors continue to adopt the going concern basis of accounting.
UBS Asset Management (Americas) LLC, as the majority shareholder of MEME Global Holdings and a provider of debt financing to the group, has confirmed its continued financial support. UBS has explicitly stated its ability and willingness to provide additional financial assistance if required, backed by its substantial financial capacity and market presence.
Based on this support, the directors have a reasonable expectation that the company will have sufficient resources to continue operating for the foreseeable future. Therefore, the financial statements have been prepared on a going concern basis. However, the directors acknowledge that the company remains dependent on the continued financial backing of UBS and that this represents a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern.
1.3
Turnover
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 14 -
Subscription fees
The company derives subscription fees from the following sources: Software as a Service (SaaS) fees, implementation and configuration fees, support fees, and professional services. Contracts may represent multiple deliverable arrangement. These arrangement are bifurcated according to service elements. Amounts received in advance of service are recorded as deferred revenue.
The company’s pricing is predicated on a “per subscription, per annum” basis plus usage, which is directly correlated to the agreed annual email commitment (web service usages). Contracts follow a software subscription model where the customer pays a fixed monthly fee for use of the email subscription and support services plus usage fees based on the amount of emails sent monthly or the amount of emails sent monthly over the committed amount. The average contact duration can be monthly or annual.
For hosted software service solutions, the company recognises revenue of monthly SaaS fees, providing there are no indications of software sales in the agreement. Where there is a stand-alone value for implementation and/or consulting labour, the revenue is recognised upon client’s acceptance or when the service is performed. Where no stand-alone value exists the revenue is recognised on a straight-line basis over the term of the contract which is deemed to be the best indication of the customer life.
Advertising services
The company generates advertising services revenue by delivering advertisements to internet users through various channels, including display, paid search, mobile, social and email, which results in lead generation. These arrangement are typically made directly with customers or with advertising agencies on behalf of their advertiser clients and are generally evidences by a fully executed sales order. Generally, sales orders describe the campaign objectives, state the number and type of leads to be delivered, the agreed upon rate for each delivered lead, and a fixed period of time for delivery. Customers are typically bulled on a monthly basis for each campaign for leads delivered during the prior month.
The determination of whether revenue from advertising services arrangements should be reports on a gross or net basis is based on an assessment of whether the company us acting as the principal or an agent in the transaction. In determining whether the company acts as a principal or an agent, the company follows the accounting guidance for principal-agent considerations. While none of the factors identified in this guidance is individually considered presumptive or determinative, the company has concluded that is acts as a principle with respect to these arrangements because the company is the primary obligor and responsible for (i) fulfilling the advertisement delivery, (ii) establishing the selling prices for delivery of the advertisements, (iii) selecting the media to fulfil the sales order, and (iv) performing campaign set-up, management, billing and collection activities including retaining credit risk, and (b) the company has the risk of fluctuating costs from its media vendors relative to fixed pricing negotiated with its customers and has discretion in selecting media vendors when fulfilling a customer’s campaign. Based on this conclusion, the company reports revenue earned and costs incurred with respect to its advertising services on a gross basis.
Professional services
Professional fees include other consulting services or installation related consulting services that are outside the scope of their contract. The work is request and approved by both the client and the company. These are one-time services to be recorded as revenue upon completion of the service. If payment is made prior to the performance of the service, the amount received is recorded as deferred revenue and recognised, in full, upon completion of the service.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
1.5
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.
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 15 -
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:
Short-term leasehold property
5 to 10 years
Office equipment
3 to 5 years
Fixtures and fittings
5 to 7 years
Computer equipment
3 to 5 years
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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.
1.7
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.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 16 -
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 17 -
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 company’s contractual obligations expire or are discharged or cancelled.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
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.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
Share-based payments
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. 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.
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.
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 18 -
1.13
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.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Subscriptions
9,159,187
6,922,232
Agency
65,808
24,160
Professional services
1,580,340
1,202,256
Intercompany revenue
1,055,139
4,386,968
11,860,474
12,535,616
2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
2,132,166
5,743,807
Rest of Europe
7,585,806
4,409,823
USA
1,710,443
1,515,502
Rest of the world
432,059
866,484
11,860,474
12,535,616
2023
2022
£
£
Other revenue
Interest income
506,197
537,490
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
4
Operating loss
2023
2022
Operating loss for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(3,249,961)
4,596,097
Research and development costs
(136,423)
(194,235)
Depreciation of owned tangible fixed assets
2,680
3,006
Share-based payments
-
29,079
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,000
39,387
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Media services
19
21
Sales and marketing
20
21
Technical
8
7
Administration
8
14
Total
55
63
Their aggregate remuneration comprised:
2023
2022
£
£
Wages and salaries
3,722,933
4,356,851
Social security costs
445,738
564,938
Pension costs
153,242
168,127
4,321,913
5,089,916
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest receivable from group companies
506,197
537,490
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
7
Interest receivable and similar income
(Continued)
- 20 -
2023
2022
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
506,197
537,490
8
Interest payable and similar expenses
2023
2022
£
£
Interest on financial liabilities measured at amortised cost:
Interest payable to group undertakings
4,713,391
3,181,787
Other finance costs:
Other interest
392,706
284,828
5,106,097
3,466,615
9
Taxation
The actual charge 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:
2023
2022
£
£
Loss before taxation
(13,593,828)
(11,346,749)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(3,398,457)
(2,155,882)
Tax effect of expenses that are not deductible in determining taxable profit
3,104,761
152,478
Unutilised tax losses carried forward
294,628
2,004,233
Permanent capital allowances in excess of depreciation
(932)
(829)
Taxation charge for the year
-
-
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 21 -
10
Tangible fixed assets
Short-term leasehold property
Office equipment
Fixtures and fittings
Computer equipment
Total
£
£
£
£
£
Cost
At 1 January 2023
10,000
1,144
221,931
7,979
241,054
Additions
2,850
2,850
At 31 December 2023
10,000
3,994
221,931
7,979
243,904
Depreciation and impairment
At 1 January 2023
7,858
1,051
221,931
6,034
236,874
Depreciation charged in the year
1,428
475
777
2,680
At 31 December 2023
9,286
1,526
221,931
6,811
239,554
Carrying amount
At 31 December 2023
714
2,468
1,168
4,350
At 31 December 2022
2,142
93
1,945
4,180
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
1,299,584
1,365,031
Amounts owed by group undertakings
30,719,389
12,637,821
Prepayments and accrued income
776,984
746,402
32,795,957
14,749,254
2023
2022
Amounts falling due after more than one year:
£
£
Prepayments and accrued income
608,962
608,962
Total debtors
33,404,919
15,358,216
The impairment charge recognised in the statement of comprehensive income for the year in respect of bad and doubtful trade debtors and amounts owed by group undertakings balances was £356,110 and £7,265,567 (2022 - £86,731 and £758,748) respectively.
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 22 -
12
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
211,832
155,628
Amounts owed to group undertakings
73,020,434
41,816,948
Corporation tax
1,247
1,247
Other taxation and social security
191,648
221,078
Other creditors
5,427,747
5,368,452
Accruals and deferred income
885,029
749,999
79,737,937
48,313,352
13
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
20,147
116,490
14
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
153,242
168,127
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
15
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
16
Share based payments reserve
The share based payments reserve represents historic share options that have been valued at the grant date and recognised through equity in the share based payments reserve. As at 31 December 2023, there are no longer any share options outstanding.
17
Pension commitments
The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £153,242 (2022 - £168,127). Contributions totalling £218 (2022 - £633) were payable to the fund at the reporting date and are included in creditors.
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 23 -
18
Operating lease commitments
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2023
2022
£
£
Within one year
711,627
711,627
Between two and five years
237,209
863,376
948,836
1,575,003
20
Ultimate controlling party
The immediate parent company is MEME UK Holdings Ltd, a company incorporated in England and Wales and registered at 95 Gresham Street, 6th Floor, London, EC2V 7NA.
The company's ultimate parent company is TMA Solutions L.P., which is registered in the Cayman Islands.
TMA Solutions is wholly-owned by Marlin Equity IV L.P and Marlin Heritage, L.P., ("Marlin"), the company's private equity sponsor. Marlin was the ultimate controlling party and the wider group refers to the whole Marlin group.
Subsequent to the balance sheet date, TMA Solutions was acquired by UBS Asset Management (Americas) LLC and this entity is now the ultimate controlling party.
As at 31 December 2023 the smallest group in which the results are consolidated is that headed by MEME Global Holdings Ltd and the largest group in which the results are consolidated is that headed by TMA Solutions L.P. MEME Global Holdings Limited is registered in the Cayman Islands.
21
Cash generated from operations
2023
2022
£
£
Loss for the year after tax
(13,593,828)
(11,346,749)
Adjustments for:
Finance costs
5,106,097
3,466,615
Investment income
(506,197)
(537,490)
Depreciation and impairment of tangible fixed assets
2,680
3,006
Equity settled share based payment expense
-
29,079
Movements in working capital:
(Increase)/decrease in debtors
(18,046,703)
39,531,781
Increase/(decrease) in creditors
31,328,242
(27,836,328)
Cash generated from operations
4,290,291
3,309,914
MAPP DIGITAL UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 24 -
22
Analysis of changes in net funds
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
530,333
(312,459)
217,874
23
Prior period adjustment
A prior year adjustment has been recognised in order to correct a material misstatement in the comparative figures. The company has recognised historic intangible assets that were not recognised in accordance with UK GAAP and the assets have therefore been removed from these financial statements. The result of the adjustment on the comparative information is as follows:
Reversal of amortisation in the prior period, being an increase to the profit and loss account of £226,104.
Reversal of the carrying value of the intangible assets, being a reduction in assets of £781,400.
Reversal of the initial recognition of the intangible assets, being a reduction to the capital contribution reserve of £9,132,872.
Reversal of historic amortisation, being an increase to retained earnings brought forwards of £8,125,369.
2023-12-312023-01-01falsefalsefalseCCH SoftwareCCH Accounts Production 2024.310Mr S F WarrenMr N E PingeltonMr M JohnsonMr M E WilkinsonMr D N LoveMr J R N BrookeVistra Company Secretaries Limited101627412023-01-012023-12-3110162741bus:Director52023-01-012023-12-3110162741bus:Director62023-01-012023-12-3110162741bus:CompanySecretary12023-01-012023-12-3110162741bus:Director12023-01-012023-12-3110162741bus:Director22023-01-012023-12-3110162741bus:Director32023-01-012023-12-3110162741bus:Director42023-01-012023-12-3110162741bus:RegisteredOffice2023-01-012023-12-31101627412023-12-31101627412022-01-012022-12-3110162741core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3110162741core:RetainedEarningsAccumulatedLosses2023-01-012023-12-31101627412022-12-3110162741core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-12-3110162741core:PlantMachinery2023-12-3110162741core:FurnitureFittings2023-12-3110162741core:ComputerEquipment2023-12-3110162741core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3110162741core:PlantMachinery2022-12-3110162741core:FurnitureFittings2022-12-3110162741core:ComputerEquipment2022-12-3110162741core:Non-currentFinancialInstrumentscore:AfterOneYear2023-12-3110162741core:Non-currentFinancialInstrumentscore:AfterOneYear2022-12-3110162741core:CurrentFinancialInstruments2023-12-3110162741core:CurrentFinancialInstruments2022-12-3110162741core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3110162741core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3110162741core:ShareCapital2023-12-3110162741core:ShareCapital2022-12-3110162741core:CapitalRedemptionReserve2023-12-3110162741core:CapitalRedemptionReserve2022-12-3110162741core:OtherMiscellaneousReserve2023-12-3110162741core:OtherMiscellaneousReserve2022-12-3110162741core:RetainedEarningsAccumulatedLosses2023-12-3110162741core:RetainedEarningsAccumulatedLosses2022-12-3110162741core:ShareCapital2021-12-3110162741core:CapitalRedemptionReserve2021-12-3110162741core:RetainedEarningsAccumulatedLosses2021-12-31101627412022-12-31101627412021-12-3110162741core:LandBuildingscore:LongLeaseholdAssets2023-01-012023-12-3110162741core:PlantMachinery2023-01-012023-12-3110162741core:FurnitureFittings2023-01-012023-12-3110162741core:ComputerEquipment2023-01-012023-12-311016274112023-01-012023-12-311016274112022-01-012022-12-3110162741core:UKTax2023-01-012023-12-3110162741core:UKTax2022-01-012022-12-3110162741core:LandBuildingscore:LeasedAssetsHeldAsLessee2022-12-3110162741core:PlantMachinery2022-12-3110162741core:FurnitureFittings2022-12-3110162741core:ComputerEquipment2022-12-3110162741core:LandBuildingscore:LeasedAssetsHeldAsLessee2023-01-012023-12-3110162741core:Non-currentFinancialInstruments2023-12-3110162741core:Non-currentFinancialInstruments12023-12-3110162741core:Non-currentFinancialInstruments12022-12-3110162741core:WithinOneYear2023-12-3110162741core:WithinOneYear2022-12-3110162741core:BetweenTwoFiveYears2023-12-3110162741core:BetweenTwoFiveYears2022-12-3110162741bus:PrivateLimitedCompanyLtd2023-01-012023-12-3110162741bus:FRS1022023-01-012023-12-3110162741bus:Audited2023-01-012023-12-3110162741bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP