Company registration number 07002382 (England and Wales)
CHANNELADVISOR BRANDS UK LIMITED
FINANCIAL STATEMENTS
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
PAGES FOR FILING WITH REGISTRAR
CHANNELADVISOR BRANDS UK LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
CHANNELADVISOR BRANDS UK LIMITED
BALANCE SHEET
AS AT
31 JANUARY 2024
31 January 2024
- 1 -
31 January 2024
31 December 2022
Notes
£
£
£
£
Current assets
Debtors
4
3,311,715
2,670,656
Cash at bank and in hand
335,427
376,132
3,647,142
3,046,788
Creditors: amounts falling due within one year
5
(2,381,209)
(14,768,261)
Net current assets/(liabilities)
1,265,933
(11,721,473)
Creditors: amounts falling due after more than one year
6
(47,950)
Net assets/(liabilities)
1,265,933
(11,769,423)
Capital and reserves
Called up share capital
5
4
Share premium account
12,319,466
Other reserves
131,213
Profit and loss reserves
(11,053,538)
(11,900,640)
Total equity
1,265,933
(11,769,423)
The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 3 June 2025 and are signed on its behalf by:
Mr J A Rodriguez
Director
Company registration number 07002382 (England and Wales)
CHANNELADVISOR BRANDS UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
- 2 -
Share capital
Share premium account
Share based payment reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2022
4
-
(10,692,119)
(10,692,115)
Year ended 31 December 2022:
Loss and total comprehensive income
-
-
-
(1,208,521)
(1,208,521)
Other movements
-
-
131,213
-
131,213
Balance at 31 December 2022
4
131,213
(11,900,640)
(11,769,423)
Period ended 31 January 2024:
Profit and total comprehensive income
-
-
-
847,102
847,102
Issue of share capital
1
12,319,466
-
-
12,319,467
Other movements
-
-
(131,213)
-
(131,213)
Balance at 31 January 2024
5
12,319,466
-
(11,053,538)
1,265,933
CHANNELADVISOR BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
- 3 -
1
Accounting policies
Company information
ChannelAdvisor Brands UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1st Floor, West Davidson House, Forbury Square, Reading, Berkshire, RG1 3EU.
1.1
Reporting period
During the period ended 31 January 2024, the financial period was extended to 13 months following the acquisition of the company by Tipo Entertainment Inc, in order to line up with the financial years of the other companies within the same group. Consequently, the comparative amounts within these financial statements are not entirely comparable.
1.2
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
1.3
Going concern
Atruet the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover comprises revenue recognised by the company in respect of services supplied during the year, exclusive of Value Added Tax and trade discounts.
Customers enter contractual agreements with ChannelAvisor Brands UK Limited which generally include access to web-based software and may also include certain additional services.
Revenue includes monthly fees, integration, training and setup fees and transaction fees for use of the Company's software and services. Revenues from integration and setup fees are recognised when the service is provided. Transaction fees are recognised when the transactions are complete. From time to time services are provided that are not related to ChannelAdvisor's core products and services. Revenues related to these services are recognised after work is completed.
All costs associated with the provision of these services are written off directly to the Statement of Comprehensive Income as incurred.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
CHANNELADVISOR BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 4 -
1.6
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.8
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.
CHANNELADVISOR BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 5 -
Current tax
Current and deferred tax is charged or credited to profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity.
Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously.
Current tax is based on taxable profits for the year. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based on tax rates that have been enacted or substantively enacted by the reporting date.
Deferred tax liabilities are recognised in respect of all timing differences that exist at the reporting date. Timing differences are differences between taxable profits and total comprehensive income that arise from the inclusion of income and expenses in tax assessments in different periods from their recognition in the financial statements. Deferred tax assets are recognised only to the extent that it is probable that they will be recovered by the reversal of deferred tax liabilities or other future taxable profits.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.11
Share-based payments
Share-based compensation expense for restricted stock unites ("RSUs") was calculated based on the grant date market value of the shares and was recognised using the accelerated attribution method, net of estimated forfeitures, in which compensation cost for each vesting tranche in an award was recognised rateably from the service inception date to the vesting date for that tranche. RSUs vest annually over a four-year period.
The recognition of expense required the estimation of the number of awards that will ultimately vest and the number of awards that will ultimately be forfeited. The Company's estimate of pre-vesting forfeitures, or forfeiture rate, was based on its historical experience and was reviewed on an annual basis, at a minimum. The estimated forfeiture rate was applied to the total estimated fair value of the awards to compute the share-based compensation expense, net of pre-vesting forfeitures, to be recognised in the Company's Statement of Comprehensive Income.
CHANNELADVISOR BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 6 -
Upon vesting, RSUs were redeemed for newly issued shares and the company cancelled the RSUs relating to the shares that would have been withheld under the statutory requirement and recognised a liability for employee taxes.
On November 15, 2022, 100% of the issued and outstanding shares were acquired. Unvested share-based payment awards were cancelled and replaced with a right to receive $23.10 per share ("Restricted Cash Units" or "RCUs"). The RCUs continued to vest and paid in accordance with the original vesting schedule, subject to continued employment through the applicable vesting dates, until 14 August 2023. Expense for the RCUs was calculated based on the fair value of the awards and is recognised on straight-line basis over the remaining vesting period.
On 14 August 2023, the company was purchased by Tipo Entertainment Inc rendering all RCUs cancelled.
1.12
Foreign exchange
Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date of the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined.
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The director does not believe that there are any judgements and key sources of estimation uncertainty to note.
3
Employees
The average monthly number of persons (including directors) employed by the company during the 13 month period was:
2024
2022
Number
Number
Total
9
4
CHANNELADVISOR BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
- 7 -
4
Debtors
2024
2022
Amounts falling due within one year:
£
£
Trade debtors
1,497,593
110,942
Amounts owed by group undertakings
799,174
2,481,905
Other debtors
1,014,948
63,278
3,311,715
2,656,125
Deferred tax asset
14,531
3,311,715
2,670,656
5
Creditors: amounts falling due within one year
2024
2022
£
£
Trade creditors
195,654
91,182
Amounts owed to group undertakings
14,495,132
Taxation and social security
7,182
10,072
Other creditors
2,178,373
171,875
2,381,209
14,768,261
6
Creditors: amounts falling due after more than one year
2024
2022
£
£
Other creditors
47,950
7
Parent company
Until 14 August 2023, the Company's immediate parent company was Rithum CA UK Limited (formerly ChannelAdvisor UK Limited), incorporated in England Wales, which was the parent undertaking of the smallest and largest group of undertakings for which group accounts were drawn up. The Company' s ultimate parent company was Great Dane Holding, LLC, incorporated in the United States of America.
At 14 August 2023, the Company's immediate and ultimate parent company became TIPO Entertainment Inc. following its acquisition of the company from Rithum CA UK Limited. The smallest group in which the results of the company are consolidated is that headed by Tipo Entertainment Inc. The consolidated financial statements of this group are available to the public and may be obtained from their registered office at: 116 W Houston Street, Floor 2, New York, NY 10012, United States.
8
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is qualified and includes the following:
CHANNELADVISOR BRANDS UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE 13 MONTH PERIOD ENDED 31 JANUARY 2024
8
Audit report information
(Continued)
- 8 -
In our opinion, except for the effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 January 2024 and of its profit for the 13 month period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006..
Basis for qualified opinion
We have been able to satisfy ourselves in regard to the opening balances along with the balance sheet as at 31 January 2024 and the profit & loss activity since 14 August 2023. However, we have been unable to satisfy ourselves in respect of the profit & loss activity between 1 January 2023 and 13 August 2023. This was because on the 14 August 2023 ownership of the company changed to Tipo Entertainment Inc, who were not provided with adequate accounting records upon the transfer of ownership.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
Except for the matter described in the basis for qualified opinion section, we have determined that there are no key audit matters to be communicated in our report.
Matters on which we are required to report by exception
Arising solely from the limitation on the scope of our work relating to profit & loss activity between 1 January 2023 and 13 August 2023, referred to above:
Senior Statutory Auditor:
Katherine Wilkes BSc FCA
Statutory Auditor:
Gravita Audit Oxford LLP
Date of audit report:
4 June 2025