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Registered number: 09632327 (England and Wales)














CONTROL VS EXPOSED UK LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
CONTROL VS EXPOSED UK LIMITED
 
 
COMPANY INFORMATION


Directors
D B Wolk 
J M Friedman 
P A Frampton-Calero 




Registered number
09632327



Registered office
Birchin Court
5th Floor

19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditors
ZEDRA Corporate Reporting Services (UK) Limited





 
CONTROL VS EXPOSED UK LIMITED
 

CONTENTS



Page
Balance Sheet
 
1
Statement of Changes in Equity
 
2
Notes to the Financial Statements
 
3 - 6


 
CONTROL VS EXPOSED UK LIMITED
REGISTERED NUMBER:09632327

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 4 
1,815,028
674,682

Cash at bank and in hand
  
3,013,666
562,969

  
4,828,694
1,237,651

Creditors: amounts falling due within one year
 5 
(5,884,457)
(664,793)

Net current (liabilities)/assets
  
 
 
(1,055,763)
 
 
572,858

Total assets less current liabilities
  
(1,055,763)
572,858

  

Net (liabilities)/assets
  
(1,055,763)
572,858


Capital and reserves
  

Called up share capital 
  
1
1

Capital contribution reserve
 6 
5,123,319
5,123,319

Profit and loss account
 6 
(6,179,083)
(4,550,462)

  
(1,055,763)
572,858


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

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




D B Wolk
Director

Date: 30 April 2025

The notes on pages 3 to 6 form part of these financial statements.

Page 1

 
CONTROL VS EXPOSED UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Capital contribution reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022 (as previously stated)
1
4,020,309
(2,572,758)
1,447,552

Prior year adjustment
-
-
495,965
495,965


At 1 January 2022 (as restated)
1
4,020,309
(2,076,793)
1,943,517



Loss for the year
-
-
(2,473,669)
(2,473,669)

Contribution from parent
-
1,103,010
-
1,103,010



At 1 January 2023
1
5,123,319
(4,550,462)
572,858



Loss for the year
-
-
(1,628,621)
(1,628,621)


At 31 December 2023
1
5,123,319
(6,179,083)
(1,055,763)


Page 2

 
CONTROL VS EXPOSED UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies

 
1.1

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
1.2

Going concern

The Company has received written confirmation from a company under common control, Goodway Group Inc., that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. 
In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from Goodway Group Inc., through a review of that company's financial position and the budgeted cash requirements of the Company. The directors have also determined that the Company is expected to move towards profitability in 2025 and beyond having grown its customer base and streamlined its costs, resulting in reduced reliance being placed on other group entities for continued support. From this assessment, the directors are confident the Company will continue to be able to meet its obligations and liabilities as they fall due for the next 12 months from signing these financial statements and as such have prepared them on a going concern basis.

 
1.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

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.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Page 3

 
CONTROL VS EXPOSED UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.4

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 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 turnover is recognised:

Rendering of services

Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
 
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Turnover is recognised on a fixed fee (media management and consulting services) or usage fee (media and social services) basis. Fixed fees for each relevant services are agreed with the customer with an initial contract. Usage fees are also agreed with the customer with an initial contract but as an estimation based on the number of 'impressions' or 'delivered units' that the Company plan on delivering. Actual fees may deviate from these estimations as a result of fluctuating unit prices. Both fixed fee and usage fee revenue is recognised once the service has been provided or the usage has occured and is billed in arrears.

 
1.5

Operating leases: the Company as lessee

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

 
1.6

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
1.7

Debtors

Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.

Page 4

 
CONTROL VS EXPOSED UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.Accounting policies (continued)

 
1.8

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 held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.

  
1.9

Creditors

Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.

 
1.10

Cross charge salaries

A percentage of Goodway Group Inc.'s employees' salaries are cross charged based upon the proportion of their time spent in relation to supporting the Company's business operations. These are charged to the profit and loss account in the period in which the salary costs are incurred.


2.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2023 was unqualified.

The audit report was signed on 30 April 2025 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Corporate Reporting Services (UK) Limited.


3.


Employees

The average monthly number of employees, including directors, during the year was 17 (2022 - 10).


4.


Debtors

2023
2022
£
£


Trade debtors
1,722,727
541,164

Amounts owed by group undertakings
54,709
99,811

Other debtors
27,837
32,757

Prepayments and accrued income
9,755
950

1,815,028
674,682


Page 5

 
CONTROL VS EXPOSED UK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
53,865
159,471

Amounts owed to group undertakings
5,099,773
-

Other taxation and social security
273,529
96,637

Other creditors
15,116
160,702

Accruals and deferred income
442,174
247,983

5,884,457
664,793



6.


Reserves

Capital contribution reserve

The capital contribution reserve represents amounts contributed to the Company by Goodway Group, Inc. This amount is not considered to be repayable and therefore is considered to be a capital contribution.


7.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than one year
2,778
8,528

2,778
8,528


8.


Controlling party

MCH Holding, Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the company is 22B Park Ave S., Suite 81524, New York, NY 10003-1502. 


9.


Post balance sheet events

There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.

 
Page 6