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Registered number: 12046718






ACOUSTIC MARKETING UK, LTD

ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

 
ACOUSTIC MARKETING UK, LTD
 
 
COMPANY INFORMATION


Directors
Elmer Andy Lai 
Peter Curtis 




Registered number
12046718



Registered office
C/O Corporation Service Company (UK) Limited
5 Churchill Place, 10th Floor

London, United Kingdom

E14 5HU




Independent auditors
Calders (1883) LLP
Chartered Accountants & Statutory Auditors

30 Orange Street

London

WC2H 7HF





 
ACOUSTIC MARKETING UK, LTD
 

CONTENTS



Page
Group strategic report
 
1 - 5
Directors' report
 
6 - 8
Independent auditors' report
 
9 - 12
Consolidated profit and loss account
 
13
Consolidated statement of comprehensive income
 
14
Consolidated statement of financial position
 
15 - 16
Company statement of financial position
 
17 - 18
Consolidated statement of changes in equity
 
19 - 20
Company statement of changes in equity
 
21
Consolidated statement of cash flows
 
22 - 23
Consolidated analysis of net debt
 
24
Notes to the financial statements
 
25 - 46


 
ACOUSTIC MARKETING UK, LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2024

Introduction
 
Acoustic Marketing UK, Ltd present their consolidated financial statements and strategic report for the period ended 30th June 2024.

Business review
 
The Company is a wholly owned subsidiary of Acoustic L.P.  
 
The Company provides primarily software-as-a-service ("SaaS") solutions. In 2023, the Company released Acoustic Connect, which is a business-to-consumer ("B2C") customer engagement platform providing multichannel marketing, personalized journey orchestration and behavioural insights. The intent of Acoustic Connect is to help brands to optimize and personalize their digital customer journeys to increase both conversion and retention. The Acoustic Marketing Cloud is a B2C, omnichannel marketing automation platform that enables quality customer experiences across digital channels including email, mobile, and SMS. The Acoustic Marketing Cloud delivers over 100 billion personalized messages annually for an international client base, including Fortune 500 companies, and offers multichannel marketing automation. In addition to the Acoustic Marketing Cloud, Acoustic also has two strategic business units with their own product portfolios: Tealeaf by Acoustic and DemandTec by Acoustic. Tealeaf by Acoustic provides customer experience insights that enable teams to identify, recreate, diagnose, prioritize, and fix customer experience friction in real-time. DemandTec by Acoustic is an Al-automated lifecycle pricing solution that helps retailers to deliver optimal everyday pricing, promotions, and markdowns across all retail channels. The Company does sell some products as on-premises solutions, and also provides and monetizes high-touch implementation
Acoustic Marketing UK, Ltd concluded the transfer of trade from IBM and commenced operations as of 1st April 2020.  Acoustic Marketing UK, Ltd heads up the international group of ten operating entities.  The results of which are included in these group consolidated financial statements.
During financail year 2023, the group sold a number of subsidiaries whose principal business did not align with that of the wider group. These subsidiaries, due to the natre of their busienss, were not best served by remaining part of the Acoustic group and instead were transferred to an unrelated third party as a going concern. The results of these subsidiaries have been included as discontinued operations within these financial statements.
The company continued during the financial year an Audit Committee and Compensation Committee which both meet quarterly. These include independent board members with strong subject matter experts.
Acoustic is supported by experienced outside parties, Baker Tilly for tax and UK payroll, various other in country payroll providers, CSC / Intertrust for global entity management compliance.
Future year’s results will be compared against Acoustic’s internal objectives and key financial performance.

Page 1

 
ACOUSTIC MARKETING UK, LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Principal risks and uncertainties
 
Risks to the Company are generally limited as the parent company retains responsibility. 
The Company’s operations are subject to certain risks and uncertainties including, amongst others, lack of operating history and uncertainty of future profitability.  Since inception, the Company has suffered expected forecasted initial operating losses, principally from expenses associated with the Company’s establishment of operations as a stand-alone entity and operating restrictions placed on the Company through the asset purchase agreement. 
The company sells and provides credit on sales to its customers, this provides some risk. Trade debtors are recorded when a unconditional right to invoice and receive payments exists, such that only the passage of time is required before consideration is due. The company reviews outstanding debtors balances on a regular basis to assess their collectability. This is based upon historical write off expenses, known credit risks related to specific customers, the age of the trade debtors and economic conditions that may affect a customer’s ability to pay.
The principal risks and uncertainties affecting the Group are:
- General economic conditions
- Competition in the local markets in which they operate; and 
- The ability to recruit, retain and motivate key employees
The directors take steps to mitigate against these risks where possible and are confident that current strategies in place are appropriate to risks faced.
Russia / Ukraine conflict
In response to the Russia / Ukraine conflict, multiple jurisdictions, including the EU, UK, US, Canada, Japan and Australia have imposed initial tranches of economic sanctions on Russia.
In addition to the imposition of sanctions, the group, like a growing number of public and private entities undertook voluntary action to curtail business activities in Russia. These actions included discontinuing operations in Russia including the provision of services and dissolution of the local entity during the previous financial year. 

Page 2

 
ACOUSTIC MARKETING UK, LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Financial key performance indicators
 
The performance of the company is measured at the Acoustic L.P. group level, sub-group level and local entity level where KPI’s are determined. The executive leadership team and board of the company review the performance of the group via the Monthly Operating Review (MOR). Within the MOR is actual v budget analysis for Income Statement, Balance Sheet, Churn accounts review, CARR analysis, headcount by function (compared to budget), cashflow reporting, AR and AP analysis.. There is a strong focus on EBIT and cashflow comparing to forecast of these critical areas.
During the financial year Acoustic underlaid our vision in Objectives & Key Results (OKRs) that we are putting in place to guide and manage our key performance indicators and objectives. These were:
 
• Customer-centric culture: enable new and existing customer and partner success through relentless company focus on outcomes that matter most to them
• Market-aligned innovation: develop and deliver on a platform, product and service offering vision and roadmap
• Operational excellence & integrity: establish and deliver always-on and scalable offerings and operational capabilities
• Smarter, better, together: forge an empowered, collaborative and high-performance team
• Hit the numbers: achieve financial results that fund continuous growth, innovation and long-term viability
Turnover
The turnover of the consolidated UK Group for the 12 months  to 30th June 2024 was $62,423,823, this includes revenue assigned from the respective IBM entities to the Acoustic entities. 
EBIT
Earnings before interest and tax were $789,913, the Company has suffered expected forecasted initial losses, principally from expenses associated with the Company’s establishment of operations as a stand-alone entity and operating restrictions placed on the Company through the asset purchase agreement.  In addition, there has been sales investment and R&D investment as the company focus on its future strategy and product roadmap developments.

Other key performance indicators
 
In FY 2023, non-financial KPIs were used  to measure employee engagement. The fulfilment of our staff is a key priority. Having engaged employees reduces staff turnover, improves productivity and helps us serve and retain our customers. Therefore, we undertook an employee engagement survey and occasional pulse survey’s during the financial year, the results were analysed and trends identified and an executive leadership team action plan was devised.

Page 3

 
ACOUSTIC MARKETING UK, LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Directors' statement of compliance with duty to promote the success of the Group
 
Statement by the directors in performance of their statutory duties in accordance with S172(1) Companies Act 2006:
The directors of Acoustic Marketing UK Ltd consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the
company for the benefit of its members as a whole and having regard (amongst other
matters) S172 Companies Act 2006, in the decisions taken during the year ended 30th June 2024.
When making decisions, each Director ensures that he/she acts in the way he/she considers, in good faith, would most likely promote the Company’s success for the benefit of its members as a whole, and in doing so have regard (among other matters) to:
S172(1) (A) “The likely consequences of any decision in the long term”
The Directors understand the business and the evolving environment in which we operate, including the challenges of navigating the divestiture from IBM to stand-up all aspects of operations globally.
S172(1) (B) “The interests of the company’s employees”
The Directors recognise that Acoustic employees are fundamental and core to our business and delivery of our strategic ambitions. The success of our business depends on attracting, retaining and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Directors factor the implications of decisions on employees and the wider workforce, where relevant and feasible. Acoustic undertook an employee engagement survey  and received feedback from employee’s and from the results action plans were devised from the results.

S172(1) (C) “The need to foster the company’s business relationships with suppliers, customers and others”
Delivering our strategy requires strong mutually beneficial relationships with suppliers, customers, governments, partners, investors. Acoustic seeks the promotion and application of certain general principles in such relationships. The ability to promote these principles effectively is an important factor in the decision to enter into or remain in such relationships and this alongside other standards are described in the Acoustic Global Code of Conduct.
S172(1) (D) “The impact of the company’s operations on the community and the environment”
We are committed to ensuring that Acoustic is a socially & environmentally responsible organisation with high ethical & business standards. By sourcing products in an ethical way, building sustainable and efficient supply chain solutions with our customers/suppliers, and by inspiring both our own people and our broader communities, we aim to minimise risk while maximising value for all our stakeholders.

Page 4

 
ACOUSTIC MARKETING UK, LTD
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

S172(1) (E) “The desirability of the company maintaining a reputation for high standards of business conduct”
The Company periodically reviews and approves clear frameworks, such as Acoustic Global Code of Conduct, specific Ethics & Compliance manuals, to ensure that its high standards are maintained both within Acoustic businesses and the business relationships we maintain. This, complemented by the ways the Board is informed and monitors compliance with relevant governance standards help assure its decisions are taken and that Acoustic companies act in ways that promote high standards of business conduct as well as employees undertaking annual training for business conduct guidelines. 
Additionally Acoustic Information security has policies and procedures to adhere to customers and suppliers as well initiatives in relation to General Data Protection Regulation (GDPR).
S172(1) (F) “The need to act fairly as between members of the company”
The Directors consider to act fairly as between the Company’s members including future investment and business strategies as well as working to solid financial results as Acoustic realizes the potential of the divestiture and support from its private equity partners.


This report was approved by the board and signed on its behalf.





Elmer Andy Lai
Director

Date: 28 March 2025

Page 5

 
ACOUSTIC MARKETING UK, LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Financial Risk Management Objectives and Policies

The company’s principal objective is to manage risk by adhering to the group’s financial risk related policies andprocedures. The risk appetite of the group is considered low with procedures in place to mitigate key risks in theareas of credit, liquidity and cash flow risk. 

Results and dividends

The loss for the year, after taxation, amounted to $3,803,185 (2023 - loss $12,716,033).



Directors

The directors who served during the year were:

Elmer Andy Lai 
Peter Curtis 

Future developments

There are no plans to materially change the Company’s activities in the future.

Page 6

 
ACOUSTIC MARKETING UK, LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024

Engagement with employees

The fulfilment of our staff is a key priority. Having engaged employees reduces staff turnover, improvesproductivity and helps us serve and retain our customers. Acoustic undertook an employee engagement surveyand occasional pulse survey’s during the financial year, the results were analysed and trends identified and anexecutive leadership team action plan was devised.

Engagement with suppliers, customers and others

Delivering the Group's quality policy and future business and financial objectives requires strong mutuallybeneficial relationships with suppliers, customers, and other organisations. The Directors believe in lastingpartnerships, founded on a shared commitment to quality, value and service.
Acoustic is audited by an external third party each year with the goal of a successful SOC2 Type II Report andISO 27001/27017/27018 Certifications that we provide to customers and prospects to build Customer Trust.
Acoustic obtained its first 12 month SOC2 Type II Report in July 2023 – a critical component in the CustomerTrust company objective. This report is provided to most prospects and customers to build customer trust thatwe will protect the data they provide us as part of our service delivery.
Acoustic obtained fresh ISO 27001, ISO 27017, and ISO 27018 security certifications with no exceptions orfindings. These certifications are for general security controls, cloud security controls, and protection of PII incloud services respectively. ISO certifications are important and contractually required for our customers.

Greenhouse gas emissions, energy consumption and energy efficiency action

The Group has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is 40,000kWh or lower.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 7

 
ACOUSTIC MARKETING UK, LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditorsCalders (1883) LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 28 March 2025 and signed on its behalf.
 





Elmer Andy Lai
Director

Page 8

 
ACOUSTIC MARKETING UK, LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD
 

Opinion


We have audited the financial statements of Acoustic Marketing UK, Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 June 2024, which comprise the Consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated statement of financial position, the Company statement of financial position, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 June 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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.


Page 9

 
ACOUSTIC MARKETING UK, LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 Group 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 the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the 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:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 10

 
ACOUSTIC MARKETING UK, LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 6, 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 the 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 the parent Company or to cease operations, or have no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements.


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:

Discussions were held with the directors with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.
The following laws and regulations were identified as being of significance to the entity:
• Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law and Tax and Pensions legislation.
• Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business include GDPR, employment law, health and safety regultions and sanctions.


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


Page 11

 
ACOUSTIC MARKETING UK, LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ACOUSTIC MARKETING UK, LTD (CONTINUED)


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 2006Our 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 Auditors' 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.





Jennifer Davis (Senior statutory auditor)
for and on behalf of
Calders (1883) LLP
Chartered Accountants & Statutory Auditors
30 Orange Street
WC2H 7HF

28 March 2025
Page 12

 
ACOUSTIC MARKETING UK, LTD
 
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2024

Continuing operations
Discontin'd operations
Total
Continuing operations
Discontinued operations
Total
2024
2024
2024
2023
2023
2023
Note
$
$
$
$
$
$

  

Turnover
 4 
62,423,823
-
62,423,823
64,442,338
-
64,442,338

Cost of sales
  
(226,405)
-
(226,405)
(547,451)
-
(547,451)

Gross profit
  
62,197,418
-
62,197,418
63,894,887
-
63,894,887

Administrative expenses
  
(60,235,780)
-
(60,235,780)
(63,923,705)
49,173
(63,874,532)

Other operating income
 5 
84,413
-
84,413
2,820
-
2,820

Other operating charges
  
(1,256,132)
-
(1,256,132)
(4,612,430)
(193,182)
(4,805,612)

Operating profit/(loss)
 6 
789,919
-
789,919
(4,638,428)
(144,009)
(4,782,437)

Amounts written off investments
  
(48,950)
-
(48,950)
(2,392,042)
2,543,616
151,574

Interest receivable and similar income
 9 
99,581
-
99,581
12,628
-
12,628

Interest payable and similar expenses
 10 
(3,733,238)
-
(3,733,238)
(2,957,831)
-
(2,957,831)

Other finance income
  
(458,057)
-
(458,057)
(3,770,215)
(1,217,473)
(4,987,688)

Loss before tax
  
(3,350,745)
-
(3,350,745)
(13,745,888)
1,182,134
(12,563,754)

Tax on loss
 11 
(452,440)
-
(452,440)
(152,351)
72
(152,279)

Loss for the financial year
  
(3,803,185)
-
(3,803,185)
(13,898,239)
1,182,206
(12,716,033)

Loss for the year attributable to:
  

Owners of the parent
  
(3,803,185)
-
(3,803,185)
(13,898,239)
1,182,206
(12,716,033)

  
(3,803,185)
-
(3,803,185)
(13,898,239)
1,182,206
(12,716,033)

The notes on pages 25 to 46 form part of these financial statements.

Page 13

 
ACOUSTIC MARKETING UK, LTD
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
Note
$
$


Loss for the financial year

  

(3,803,185)
(12,716,033)

Other comprehensive income
  


Currency translation differences
  
(4,243,507)
1,004,981

Other comprehensive income for the year
  
(4,243,507)
1,004,981

Total comprehensive income for the year
  
(8,046,692)
(11,711,052)

(Loss) for the year attributable to:
  


Owners of the parent Company
  
(3,803,185)
(12,716,033)

  
(3,803,185)
(12,716,033)

The notes on pages 25 to 46 form part of these financial statements.

Page 14

 
ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
$
$

Fixed assets
  

Intangible assets
 12 
21,533,788
27,193,973

Tangible assets
 13 
232,651
254,204

  
21,766,439
27,448,177

Current assets
  

Debtors: amounts falling due after more than one year
 15 
648,434
1,115,427

Debtors: amounts falling due within one year
 15 
19,792,531
23,353,173

Cash at bank and in hand
 16 
7,111,843
5,810,340

  
27,552,808
30,278,940

Creditors: amounts falling due within one year
 17 
(34,223,889)
(38,207,687)

Net current liabilities
  
 
 
(6,671,081)
 
 
(7,928,747)

Total assets less current liabilities
  
15,095,358
19,519,430

Creditors: amounts falling due after more than one year
 18 
(29,884,290)
(26,261,670)

Provisions for liabilities
  

Net liabilities
  
(14,788,932)
(6,742,240)


Capital and reserves
  

Called up share capital 
 21 
124
124

Share premium account
 22 
38,768,567
38,768,567

Foreign exchange reserve
 22 
(8,177,781)
(3,934,274)

Profit and loss account
 22 
(45,380,652)
(41,577,467)

Equity attributable to owners of the parent Company
  
(14,789,742)
(6,743,050)

Non-controlling interests
  
810
810

  
(14,788,932)
(6,742,240)


Page 15

 
ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Elmer Andy Lai
Director

Date: 28 March 2025

The notes on pages 25 to 46 form part of these financial statements.

Page 16

 
ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024

2024
2023
Note
$
$

Fixed assets
  

Intangible assets
 12 
6,897,018
11,445,007

Tangible assets
 13 
34,452
101,796

Investments
 14 
10,249,045
9,900,855

  
17,180,515
21,447,658

Current assets
  

Debtors: amounts falling due after more than one year
 15 
239,845
404,603

Debtors: amounts falling due within one year
 15 
12,386,419
12,371,311

Cash at bank and in hand
 16 
1,825,999
1,605,592

  
14,452,263
14,381,506

Creditors: amounts falling due within one year
 17 
(20,698,664)
(15,426,777)

Net current liabilities
  
 
 
(6,246,401)
 
 
(1,045,271)

Total assets less current liabilities
  
10,934,114
20,402,387

  

Creditors: amounts falling due after more than one year
 18 
(30,038,253)
(26,261,670)

  

Net assets excluding pension asset
  
(19,104,139)
(5,859,283)

Net liabilities
  
(19,104,139)
(5,859,283)


Capital and reserves
  

Called up share capital 
 21 
124
124

Share premium account
 22 
38,768,567
38,768,567

Foreign exchange reserve
 22 
(11,003,096)
(3,567,953)

Profit and loss account brought forward
  
(41,060,021)
(31,999,147)

Loss for the year
  
(5,809,713)
(9,060,874)

Profit and loss account carried forward
  
(46,869,734)
(41,060,021)

  
(19,104,139)
(5,859,283)


Page 17

 
ACOUSTIC MARKETING UK, LTD
REGISTERED NUMBER: 12046718
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 JUNE 2024

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Elmer Andy Lai
Director

Date: 28 March 2025

The notes on pages 25 to 46 form part of these financial statements.

Page 18
 

 
ACOUSTIC MARKETING UK, LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$
$


At 1 July 2023
124
38,768,567
(3,934,274)
(41,577,467)
(6,743,050)
810
(6,742,240)



Comprehensive income for the year


Loss for the year
-
-
-
(3,803,185)
(3,803,185)
-
(3,803,185)


Currency translation differences
-
-
(4,243,507)
-
(4,243,507)
-
(4,243,507)



Other comprehensive income for the year
-
-
(4,243,507)
-
(4,243,507)
-
(4,243,507)



Total comprehensive income for the year
-
-
(4,243,507)
(3,803,185)
(8,046,692)
-
(8,046,692)



Total transactions with owners
-
-
-
-
-
-
-



At 30 June 2024
124
38,768,567
(8,177,781)
(45,380,652)
(14,789,742)
810
(14,788,932)



The notes on pages 25 to 46 form part of these financial statements.

Page 19

 

 
ACOUSTIC MARKETING UK, LTD


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023



Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$
$


At 1 July 2022
124
38,768,567
(4,939,255)
(28,861,434)
4,968,002
810
4,968,812



Comprehensive income for the year


Loss for the year
-
-
-
(12,716,033)
(12,716,033)
-
(12,716,033)


Currency translation differences
-
-
1,004,981
-
1,004,981
-
1,004,981



Other comprehensive income for the year
-
-
1,004,981
-
1,004,981
-
1,004,981



Total comprehensive income for the year
-
-
1,004,981
(12,716,033)
(11,711,052)
-
(11,711,052)



Total transactions with owners
-
-
-
-
-
-
-



At 30 June 2023
124
38,768,567
(3,934,274)
(41,577,467)
(6,743,050)
810
(6,742,240)



The notes on pages 25 to 46 form part of these financial statements.

Page 20
 
ACOUSTIC MARKETING UK, LTD
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024


Called up share capital
Share premium account
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$
$


At 1 July 2022
124
38,768,567
(4,233,081)
(31,999,147)
2,536,463


Comprehensive income for the year

Loss for the year
-
-
-
(9,060,874)
(9,060,874)

Currency translation differences
-
-
665,128
-
665,128


Other comprehensive income for the year
-
-
665,128
-
665,128


Total comprehensive income for the year
-
-
665,128
(9,060,874)
(8,395,746)


Total transactions with owners
-
-
-
-
-



At 1 July 2023
124
38,768,567
(3,567,953)
(41,060,021)
(5,859,283)


Comprehensive income for the year

Loss for the year
-
-
-
(5,809,713)
(5,809,713)

Currency translation differences
-
-
(7,435,143)
-
(7,435,143)


Other comprehensive income for the year
-
-
(7,435,143)
-
(7,435,143)


Total comprehensive income for the year
-
-
(7,435,143)
(5,809,713)
(13,244,856)


Total transactions with owners
-
-
-
-
-


At 30 June 2024
124
38,768,567
(11,003,096)
(46,869,734)
(19,104,139)


The notes on pages 25 to 46 form part of these financial statements.

Page 21

 
ACOUSTIC MARKETING UK, LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2024

2024
2023
$
$

Cash flows from operating activities

Loss for the financial year
(3,803,185)
(12,716,033)

Adjustments for:

Amortisation of intangible assets
5,751,287
5,635,697

Depreciation of tangible assets
196,246
400,591

Impairments of fixed assets
(149,635)
-

Interest paid
3,732,797
2,957,831

Interest received
(99,581)
(12,628)

Taxation charge
452,440
152,279

(Increase) in debtors
(6,262,824)
(7,068,216)

Decrease in amounts owed by groups
171,686
30,573,459

Increase in creditors
2,269,335
1,953,976

Increase/(decrease)) in amounts owed to groups
7,495,947
(21,360,614)

Corporation tax (paid)
(433,325)
(221,690)

Net cash generated from operating activities

9,321,188
294,652


Cash flows from investing activities

Purchase of tangible fixed assets
(167,661)
(179,504)

Sale of tangible fixed assets
24,699
611,183

Interest received
99,581
12,628

Net cash from investing activities

(43,381)
444,307

Cash flows from financing activities

Interest paid
(3,732,797)
(2,957,831)

Net cash used in financing activities
(3,732,797)
(2,957,831)
Page 22

 
ACOUSTIC MARKETING UK, LTD
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024


2024
2023

$
$



Net increase/(decrease) in cash and cash equivalents
5,545,010
(2,218,872)

Cash and cash equivalents at beginning of year
5,810,340
7,024,231

Foreign exchange gains and losses
(4,243,507)
1,004,981

Cash and cash equivalents at the end of year
7,111,843
5,810,340


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
7,111,843
5,810,340

7,111,843
5,810,340


The notes on pages 25 to 46 form part of these financial statements.

Page 23

 
ACOUSTIC MARKETING UK, LTD
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 JUNE 2024




At 1 July 2023
Cash flows
At 30 June 2024
$

$

$

Cash at bank and in hand

5,810,340

1,301,503

7,111,843

Finance leases

-

340

340


5,810,340
1,301,843
7,112,183

The notes on pages 25 to 46 form part of these financial statements.

Page 24

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

1.


General information

Acoustic Marketing UK, Ltd is a private company limited by share capital, incorporated in England and Wales on 12 June 2019, registration number 12046718. The address of the registered office is C/O Corporation Service Company (Uk) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU. 

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and loss account in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. 
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. 

 
2.3

Going concern

The directors consider  that it is appropriate for the accounts to be prepared on a going concern basis for this period. The losses generated by the group in recent years have been a result of the reorganisation and consolidation process which was required when the group became a stand alone business organisation. The directors are confident that funding is available to see this process through to completion and that this will lead to a future profitable position. 

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

Page 25

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.4
Foreign currency translation (continued)

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

On consolidation, the results of overseas operations are translated into US dollar at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

The Company derives its revenue primarily from software sold as a service (“SaaS”), software licenses, maintenance and support services, and professional services. Revenue is recognised when a contract exists between the Company and a customer and upon transfer of control of promised products or services to customers in an amount that reflects the consideration it expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of SaaS or licenses, post-contract services, and professional services, which may be capable of being distinct and accounted for as separate performance obligations, or in the case of offerings such as SaaS which includes support, accounted for as a single performance obligation. Revenue is recognised net of allowances and any taxes that are subsequently remitted to governmental authorities as collected from customers.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

The Company determines revenue from contracts with customers through the following steps:
• Identification of the contract, or contracts, with a customer.
• Identification of the performance obligations in the contract.
• Determination of the transaction price, the amount of revenue can be measured reliably
• Allocation of the transaction price to the performance obligations in the contract. The stage of completion of the contract at the end of the reporting period can be measured reliably
• Recognition of revenue when, or as, the Company satisfies a performance obligation.
The Company established there is a contract with the customer by identifying each party’s rights in the arrangement, identification of payment terms, assessment that the contract has commercial substance, and confirmation the customer has the intent and ability to pay. It is probable that the Group will receive the consideration due under the contract

Page 26

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Pensions

The Group operates a number of defined contribution plans for its employees according to the jurisdiction of their employments. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the consolidated profit or loss when they fall due. Amounts not paid are shown in accruals as liabilities in the Statement of financial position. The assets of the plans are held separately from the Group in independently administered funds.

Page 27

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.10

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


Page 28

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated profit and loss account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Computer software
-
7
years based on anticipated post tax earnings
Goodwill
-
10
years on a straight line basis

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
15 years
Fixtures and fittings
-
7 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

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

Page 29

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)

 
2.13

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's Statement of financial position when the Group 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
Page 30

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Page 31

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company's accounting policies management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily ascertainable from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual outcomes may differ from these estimates.
The estimates and underlying assumptions are reviewed on a continuing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.
The key areas of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements are described below:
Prepayments & Accrued Expenditure
The company includes a provision for invoices which are yet to be received from, and amounts paid in advance to, suppliers. These provisions are estimated based upon the expected values of the invoices which are issued and services received following the period end.
Deferred Revenue
The company includes a provision for contracts signed within the period but fulfilled after the period end. The value of the services provided after the period end is an estimate based upon the total value and the full term of the contract.
Amortisation
The company amortises its intangible assets, in line with accounting standards. The directors have made an estimate of the expected economic life of the intangible assets and this estimate has been used set the method and rate of amortisation. 
Impairment
The directors have made an estimate as to the likelihood of impairment of any intangible assets or investments. This is based upon the directors expectations of the future prospects of the investments and the continuing value to the company of the intangible assets.

Page 32

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
$
$

Sales - subscriptions
61,686,657
62,651,087

Sales - perpetual
737,166
1,791,251

62,423,823
64,442,338


Analysis of turnover by country of destination:

2024
2023
$
$

United Kingdom
29,756,103
29,494,006

Rest of Europe
9,532,783
10,928,536

Rest of the world
23,134,937
24,019,796

62,423,823
64,442,338



5.


Other operating income

2024
2023
$
$

Other operating income
16,106
2,032

Fees receivable
68,307
788

84,413
2,820



6.


Operating profit/(loss)

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

2024
2023
$
$

Exchange differences
1,258,019
4,805,612

Other operating lease rentals
562,324
738,512

Page 33

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors and their associates:


2024
2023
$
$

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
82,199
82,753

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
2,466
2,483


8.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$


Wages and salaries
21,607,929
19,732,175
5,503,988
5,874,973

Social security costs
2,318,751
1,867,003
658,000
729,505

Cost of defined contribution scheme
924,187
955,465
307,635
333,190

24,850,867
22,554,643
6,469,623
6,937,668


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Development
235
156
12
12



Finance
30
28
1
3



HR
4
4
-
-



IT
3
3
-
-



Sales
72
67
25
25



Legal
1
1
1
1

345
259
39
41

Page 34

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

9.


Interest receivable

2024
2023
$
$


Interest receivable from group companies
99,581
12,628

99,581
12,628


10.


Interest payable and similar expenses

2024
2023
$
$


Loans from group undertakings
3,733,238
2,957,831

3,733,238
2,957,831


11.


Taxation


2024
2023
$
$

Corporation tax


Current tax on profits for the year
6,672
9,315


6,672
9,315

Foreign tax


Foreign tax on income for the year
535,998
142,964

535,998
142,964

Total current tax
542,670
152,279

Deferred tax


Origination and reversal of timing differences
(90,230)
-

Total deferred tax
(90,230)
-


Tax on loss
452,440
152,279
Page 35

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 19% (2023 - 19%). The differences are explained below:

2024
2023
$
$


Loss on ordinary activities before tax
(3,350,745)
(13,745,888)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2023 - 19%)
(636,642)
(2,611,719)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
881,427
571,868

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
96
22

Capital allowances for year in excess of depreciation
14,131
20,355

Group earnings not taxable in the UK
(466,657)
(173,737)

Unrelieved tax losses carried forward
239,499
2,193,211

Other differences leading to an increase (decrease) in the tax charge
420,586
152,279

Total tax charge for the year
452,440
152,279


Factors that may affect future tax charges

The company has corporation tax losses of $22,763,098 available to set against future taxable profits.

Page 36

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

12.


Intangible assets

Group





Computer software
Goodwill
Total

$
$
$



Cost


At 1 July 2023
12,707,184
40,672,979
53,380,163


Revaluation surplus
149,635
-
149,635



At 30 June 2024

12,856,819
40,672,979
53,529,798



Amortisation


At 1 July 2023
9,007,434
17,178,758
26,186,192


Charge for the year on owned assets
1,307,668
4,502,150
5,809,818



At 30 June 2024

10,315,102
21,680,908
31,996,010



Net book value



At 30 June 2024
2,541,717
18,992,071
21,533,788



At 30 June 2023
3,699,750
23,494,221
27,193,971



Page 37

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
 
           12.Intangible assets (continued)

Company




Computer software
Goodwill
Total

$
$
$



Cost


At 1 July 2023
12,707,184
14,414,330
27,121,514


Revaluation surplus
149,635
-
149,635



At 30 June 2024

12,856,819
14,414,330
27,271,149



Amortisation


At 1 July 2023
9,007,434
6,669,073
15,676,507


Charge for the year
1,307,668
3,389,955
4,697,623



At 30 June 2024

10,315,102
10,059,028
20,374,130



Net book value



At 30 June 2024
2,541,717
4,355,302
6,897,019



At 30 June 2023
3,699,750
7,745,257
11,445,007

Page 38

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

13.


Tangible fixed assets

Group






Computer equipment

$



Cost or valuation


At 1 July 2023
1,139,101


Additions
167,661


Disposals
(21,847)



At 30 June 2024

1,284,915



Depreciation


At 1 July 2023
884,897


Charge for the year on owned assets
167,367



At 30 June 2024

1,052,264



Net book value



At 30 June 2024
232,651



At 30 June 2023
254,204

Page 39

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

           13.Tangible fixed assets (continued)


Company






Computer equipment

$

Cost or valuation


At 1 July 2023
607,388


Disposals
(21,847)



At 30 June 2024

585,541



Depreciation


At 1 July 2023
505,593


Charge for the year on owned assets
45,496



At 30 June 2024

551,089



Net book value



At 30 June 2024
34,452



At 30 June 2023
101,796





The net book value of land and buildings may be further analysed as follows:




Page 40

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

$



Cost or valuation


At 1 July 2023
9,900,855


Additions
348,190



At 30 June 2024
10,249,045





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Holding

Acoustic Marketing Australia Pty Ltd
Australia
100%
Acoustic Marketing do Brasil Ltda.
Brazil
100%
Acoustic Marketing Canada Ltd.
Canada
100%
Acoustic Marketing Chile SpA
Chile
100%
Acoustic Technology (Shanghai) Co., Ltd.
China
100%
Acoustic Marketing Germany GmbH
Germany
100%
Acoustic Marketing India Private Limited
India
99%
Acoustic Marketing Japan GK
Japan
100%
Acoustic Marketing Poland, Sp. z.o.o.
Poland
100%
Acoustic Marketing Singapore PTE. Ltd.
Singapore
100%
Acoustic Marketing Spain, Sociedad Limitada
Spain
100%



Page 41

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

15.


Debtors

Group

Group
Company

Company
2024
2023
2024
2023
$
$
$
$

Due after more than one year

Other debtors
5,347
5,134
-
-

Prepayments and accrued income
643,087
1,110,293
239,845
404,603

648,434
1,115,427
239,845
404,603


Group

Group
Company

Company
2024
2023
2024
2023
$
$
$
$

Due within one year

Trade debtors
4,358,319
6,684,187
2,949,262
2,353,803

Amounts owed by group undertakings
3,989,116
4,160,802
1,415,898
2,769,197

Other debtors
9,847,904
10,431,254
7,549,595
6,468,002

Prepayments and accrued income
1,448,030
1,999,219
471,664
780,309

Tax recoverable
-
19,115
-
-

Deferred taxation
149,162
58,596
-
-

19,792,531
23,353,173
12,386,419
12,371,311



16.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Cash at bank and in hand
7,111,843
5,810,340
1,825,999
1,605,592

7,111,843
5,810,340
1,825,999
1,605,592


Page 42

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Trade creditors
486,190
443,329
83,373
25,387

Amounts owed to group undertakings
11,336,728
17,589,861
6,945,340
3,594,025

Tax due to HMRC
749,682
1,247,247
249,458
562,799

Obligations under finance lease and hire purchase contracts
153,623
-
-
-

Other creditors
188,441
154,767
-
139,254

Accruals and deferred income
21,309,225
18,772,483
13,420,493
11,105,312

34,223,889
38,207,687
20,698,664
15,426,777


Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$


PAYE/NI control
(428,255)
(782,462)
(60,152)
(237,119)

VAT control
(321,426)
(464,785)
(189,306)
(325,680)

(749,681)
(1,247,247)
(249,458)
(562,799)



18.


Creditors: Amounts falling due after more than one year

Group

Group
Company

Company
2024
2023
2024
2023
$
$
$
$

Net obligations under finance leases and hire purchase contracts
(153,963)
-
-
-

Amounts owed to group undertakings
30,038,253
26,261,670
30,038,253
26,261,670

29,884,290
26,261,670
30,038,253
26,261,670




Page 43

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

19.


Financial instruments

Group
Group
Company
Company
2024
2023
2024
2023
$
$
$
$

Financial assets

Financial assets measured at fair value through profit or loss
7,111,843
7,111,843
1,825,999
1,605,592




Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.


20.


Deferred taxation


Group



2024
2023


$

$






At beginning of year
58,596
-


Charged to profit or loss
90,566
58,596



At end of year
149,162
58,596

Company


2024
2023






At end of year
-
-
The deferred tax asset is made up as follows:

Group
Group
2024
2023
$
$

Tax losses carried forward
149,162
58,596

149,162
58,596

Page 44

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

21.


Share capital

2024
2023
$
$
Allotted, called up and fully paid



100 (2023 - 100) Ordinary shares of $1.24 each
124
124



22.


Reserves

Share premium account

The share premium account is comprised of excess consideration for shares. The account is non-distributable.

Foreign exchange reserve

The foreign exchange reserve is comprised of cumulative translation adjustments and is non-distributable.

Profit and loss account

The profit and loss account is comprised of the accumulated reserves of the group. The reserve is fully distributable.


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to $924,187 (Company: $307,635). 


24.


Commitments under operating leases

At 30 June 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
$
$

Not later than 1 year
75,616
75,616

75,616
75,616

25.


Related party transactions

The amounts owing to/from group undertakings in notes 15,17 & 18 all relate to Acoustic, L.P., the parent company. All transactions were carried out at market rates.

Page 45

 
ACOUSTIC MARKETING UK, LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024

26.


Controlling party

The parent company is Acoustic, L.P. an entity based in Delaware, USA.

The company has no ultimate controlling party. The Acoustic group is owned by a number of investment funds, all of which ultimately have no shareholders holding in excess of 10%.

 
Page 46