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REGISTERED NUMBER: 05700205 (England and Wales)















Audited Financial Statements

for the Year Ended 31 December 2023

for

Adcolony UK Limited

Adcolony UK Limited (Registered number: 05700205)






Contents of the Financial Statements
for the Year Ended 31 DECEMBER 2023




Page

Balance Sheet 1

Notes to the Financial Statements 2


Adcolony UK Limited (Registered number: 05700205)

Balance Sheet
31 DECEMBER 2023

31.12.23 31.12.22
as restated
Restated
Notes £    £   
FIXED ASSETS
Tangible assets 4 2,138 3,420
Investments 5 5,217,030 5,435,180
5,219,168 5,438,600

CURRENT ASSETS
Debtors 6 319,507 342,738

CREDITORS
Amounts falling due within one year 7 (5,662,635 ) (5,937,420 )
NET CURRENT LIABILITIES (5,343,128 ) (5,594,682 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(123,960

)

(156,082

)

CAPITAL AND RESERVES
Called up share capital 4,177 4,177
Share premium 6,666,955 6,666,955
Other reserves 1,305,080 1,305,080
Retained earnings (8,100,172 ) (8,132,294 )
SHAREHOLDERS' FUNDS (123,960 ) (156,082 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 25 February 2025 and were signed by:





Mr R U K Krause - Director


Adcolony UK Limited (Registered number: 05700205)

Notes to the Financial Statements
for the Year Ended 31 DECEMBER 2023

1. STATUTORY INFORMATION

AdColony UK Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 05700205. The registered office is 6th Floor, One London Wall, London, UK, EC2Y 5EB.

The presentation currency of the financial statements is pound sterling (£) and the level of rounding is the nearest £1.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with provisions of Section 1A "Small Entities" of Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements disclose all matters of which we are aware that are relevant to the ability of the Company and its subsidiary to continue as a going concern, including all significant conditions and events, mitigating factors and plans of the Company. The Company also has the intent and ability to take actions necessary to continue as a going concern, and has obtained a letter of support from Digital Turbine, Inc, (the Ultimate Parent Company) which provides support for meeting our liabilities as and when they fall due, but only to the extent that money is not otherwise available to meet such liabilities. This support will take the form of cash injection or parent company guarantees where appropriate and the support has been provided for a minimum period of 12 months from the date of signing of the financial statements.

As a result of the review and the support from its ultimate parent, the director is confident the Company has sufficient resources to continue as a going concern for at least 12 months from the date of signing these financial statements and on this basis, they consider that it is appropriate to prepare the financial statements on the going concern.

Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover from the rendering of services to the group is recognised on the basis of cost plus transfer pricing for the rendering of services to Group companies in line with the master service agreement dated 1st January 2016.

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Where parts of an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets.

The Company assesses at each reporting date whether tangible fixed assets are impaired.

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of each part of an item of tangible fixed assets. The estimated useful lives are as follows:

Computer equipment - 33% on cost

Depreciation methods, useful lives and residual values are reviewed if there is an indication of a significant change since last annual reporting date in the pattern by which the Company expects to consume an asset's future economic benefits.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and loss account.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.


Adcolony UK Limited (Registered number: 05700205)

Notes to the Financial Statements - continued
for the Year Ended 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

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

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

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

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

Trade and other debtors
Basic financial assets, including trade and other debtors, are initially recognised at transaction price, 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. Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents
Cash and cash equivalents are represented by cash in hand, deposits held at call with financial institutions.

Trade and other creditors
Basic financial liabilities, including trade and other creditors, loans from related parties, 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. Such instruments are subsequently carried at amortised cost using the effective interest method, less any impairment.

Financial instruments
The company has entered into basic financial instruments and transaction that result in the recognition of financial assets and liabilities like other debtors, creditors and loans to related parties.

Financial assets that are measured at cost and amortised are assessed at the end of each reporting period for objective of impairment. If objective evidence of impairment is fund, an impairment loss is recognised in the profit and loss.

Employee benefits
A defined contribution plan is a post-employment benefit plan under which the Company pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit and loss account in the periods during which services are rendered by employees.

Adcolony UK Limited (Registered number: 05700205)

Notes to the Financial Statements - continued
for the Year Ended 31 DECEMBER 2023

2. ACCOUNTING POLICIES - continued

Operating lease
Payments (excluding costs for services and insurance) made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease unless the payments to the lessor are structured to increase in line with expected general inflation; in which case the payments related to the structured increases are recognised as incurred. Lease incentives received are recognised in profit and loss over the term of the lease as an integral part of the total lease expense.

Related party disclosure
For the year ended 31st December 2023, The Company was a wholly owned subsidiary of the Ultimate Parent Company, Digital Turbine, Inc and included in their consolidated financial statements, which are publicly available. Consequently, the Company is exempt under the terms of FRS 102 from disclosing related party transactions with entities that are part of the group or investees of the group qualifying as related parties, as it is a wholly owned subsidiary of a parent publishing consolidated financial statements.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - 3 ).

4. TANGIBLE FIXED ASSETS
Computer
equipment
£   
COST
At 1 January 2023
and 31 December 2023 3,848
DEPRECIATION
At 1 January 2023 428
Charge for year 1,282
At 31 December 2023 1,710
NET BOOK VALUE
At 31 December 2023 2,138
At 31 December 2022 3,420

5. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 January 2023 5,435,180
Impairments (218,150 )
At 31 December 2023 5,217,030
NET BOOK VALUE
At 31 December 2023 5,217,030
At 31 December 2022 5,435,180

Adcolony UK Limited (Registered number: 05700205)

Notes to the Financial Statements - continued
for the Year Ended 31 DECEMBER 2023

5. FIXED ASSET INVESTMENTS - continued

The company's investments at the Balance sheet date in the share capital of the following company:

In App Video Services UK Ltd

The Fixed Asset investment relates to the acquisition of 100% shares in In App Video Services UK Ltd on the 01 November 2022. In App Video Services UK is a business Incorporated in the UK.

The shares were acquired for £5,435,180 (USD 6,198, 905). The ultimate parent company covered the entire cost.


Registered office: Solar House - Pf 915 High Road, North Finchley, London, N12 8QJ.


Class of shares: holding %
Ordinary 100%

2023

Aggregate capital and reserves (£123,960)
Profit for the year £32,122

The company was incorporated on 15 April 2020

6. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
as restated
Restated
£    £   
Trade debtors 311,432 342,355
Other debtors 8,075 383
319,507 342,738

Amounts owed from companies within the group are unsecured, interest free and are repayable on demand.

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.23 31.12.22
as restated
Restated
£    £   
Trade creditors 195,152 184,466
Amounts owed to group undertakings 257,675 274,950
Taxation and social security (25,596 ) 6,950
Other creditors 5,235,404 5,471,054
5,662,635 5,937,420

Amounts owed to companies within the group are unsecured, interest free and are repayable on demand.

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Faustino Franco (Senior Statutory Auditor)
for and on behalf of Perlin Franco