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Company registration number: 14035576
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FOR THE YEAR ENDED
31 DECEMBER 2024
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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CONTENTS
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Statement of financial position
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Notes to the financial statements
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ADLOOK LIMITED
REGISTERED NUMBER:14035576
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current assets/(liabilities)
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Total assets less current liabilities
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Provisions for liabilities
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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 income statement 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:
The notes on pages 2 to 10 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
Adlook Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.
2.Accounting policies
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Basis of preparation of financial statements
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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 financial statements are presented in Sterling Pounds, which is the functional currency of the company.
The following principal accounting policies have been applied:
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts and value added tax.
The entity provides branding campaigns to customers through its proprietary technology.
Pure Branding services: video campaigns that allow increasing visibility of brands, using first-party and behavioural data to understand people as individuals and reach out to them with dynamic display ads and video content at the right time and place online. Hyper-personalized display materials carry the exact message that a brand wants to convey, while dynamic content optimization (DCO) allows showing inspiring videos that capture and sustain attention.
Pure branding has variable pricing models, however the Group mainly uses CPM (Cost Per Mile) and CPCV (cost per completed view). The Group settles the campaigns (both display and video) mostly in the CPM payment model, thus recognising revenue per 1000 impressions displayed, and this doesn't have additional conditions related to the users’ behaviour (like in CPC model, where the revenue recognition is subject to the user’s click). The second payment model that can be used only for video campaigns is the CPCV, where revenue is recognised per each completed view of a video ad, that we are contractually obliged to maintain.
The company has incurred a loss of £7,406,428 (2023: £1,964,867) in the year . The company is able to meet its operational costs and liabilities through the utilisation of its cash resources and the continued support from its parent company.
During the year, the company has increased its share capital from £11m to £20m by issuing shares to the parent company. These additional resources are readily available to support the operations of the company and its subsidiaries.
The directors are not aware of any likely events, conditions or business risks beyond this period that may cast significant doubt on the company's ability to continue as a going concern. Accordingly, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and so continue to prepare these financial statements on the going concern basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and third parties and loans to
related parties.
Assets and liabilities in foreign currencies are translated to sterling ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Current and deferred taxation
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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 operates and generates 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met
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 acquiredand the future tax deductions available for them and the differences between the fair values of liabilitiesacquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws thathave been enacted or substantively enacted by the reporting date.
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Hire purchase and leasing commitments
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
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Pension costs and other post-retirement benefits
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The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.
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.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Recoverable amount of cash-generating unit. Annually, the company considers whether investments in subsidiaries are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash– generating units (CGUs). This requires estimation of the future cash flows from the CGUs and also selection of appropriate discount rates in order to calculate the net present value of those cash flows. The recoverable amount of the CGU is a source of significant estimation uncertainty and determining this involves the use of significant assumptions.
The calculations use cash flow projections based on financial budgets approved by the directors covering a five-year period. Cash flows beyond the five-year period are extrapolated using an estimated growth rate. If actual cash flows are not in line with budgeted cash flows, additional impairment of the cash-generating unit’s total assets of £8,257,325 may result.
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The average monthly number of employees, including directors, during the year was 12 (2023 -6).
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Impairment of fixed asset investments
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Please see note 7 for information on the impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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At the year-end, the company identified indicators of impairment in its investments in subsidiaries. Consequently, it estimated the value in use of the relevant cash-generating units (CGUs) by projecting their future cash flows and calculating their net present values, which were then compared to the carrying value of the investments.
An impairment charge was recognised for the CGUs that had a lower net present value compared to the carrying value of investments.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The following were subsidiary undertakings of the Company:
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641 Lexington Avenue, 14th Floor, New York, NY 10022, USA
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Digital advertising campaign services
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112 Avenue Kleber, 75116 Paris, France
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Digital advertising campaign services
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Adlook Services Sp. z.o.o.
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ul. Zlota 61/101, 00-819 Warszawa, Poland
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ul. Zlota 61/101, 00-819 Warszawa, Poland
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Digital advertising campaign services
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Milan (MI) Piazza Vetra 17 Cap 20123 C/O Spaces Piazza Vetra
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Digital advertising campaign services
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C/ Mendez Alvaro 20 Madrid 28-Madrid
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Digital advertising campaign services
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Kurfürstendamm 226, 10719 Berlin
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Digital advertising campaign services
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Called up share capital not paid
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Prepayments and accrued income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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The prior year other creditors have been restated from £Nil to £539 after a reclassification of £539. The prior year bank overdraft have been restated from £539 to £Nil after a reclassification of £539.
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2,000,000 (2023 - 1,100,000) Ordinary shares of £10.00 each
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On 20 February 2024, the company increased its share capital by issuing 500,000 additional shares at par value of £10 each for £5,000,000.
On 9 October 2024, the company increased its share capital by issuing 400,000 additional shares at par value of £10 each for £4,000,000.
At the year end, the company had unpaid share capital of £2,950,000 (2023: £2,000,000)
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Commitments under operating leases
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At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Post balance sheet events
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On 25 February 2025, Adlook Limited increased its share capital in Adlook Germany GmbH by €400,000 (£331,636) by acquiring new shares.
On 25 March 2025, Adlook Limited increased its share capital in Adlook Spain S.L. by €500,000 (£418,400) by acquiring new shares.
The immediate parent is RTB Marketing & Tech Services Limited, a company incorporated in Cyprus. The address of their registered office is Kyriakou Matsi 18, 2nd Floor, 2408 Egkomi, Cyprus.
The ultimate parent and smallest group for which consolidated financial statements are drawn up is RTB House S.A., a company incorporated in Poland. The address of their registered office is Zlota Street 61/101, Warsaw 00-819, Poland.
The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.
The audit report was signed on 11 June 2025 by Sophie Said FCA (Senior statutory auditor) on behalf of Menzies LLP.
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