Company Registration No. 07239735 (England and Wales)
TEADS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
TEADS LIMITED
COMPANY INFORMATION
Directors
Betrand-Romain Quesada
Justin Taylor
Company number
07239735
Registered office
2nd Floor, 201 Great Portland Street
Marylebone
London
W1W 5AB
Auditor
Shaw Gibbs (Audit) Limited
264 Banbury Road
Oxford
OX2 7DY
Business address
3rd & 4th Floor
70 New Oxford Street
London
WC1A 1EU
TEADS LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Independent auditor's report
8 - 10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 25
TEADS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the year ended 31 December 2024.

Fair review of the business

We aim to present a fair review of the development and performance of our business during the year and its position at the year end.

Financial review

The company’s profit after tax for the year ended 31 December 2024 was £6.6 million (2023: £7.8 million).

The net assets of the company as at 31 December 2024 were £7.6 million compared to £66.3 million at 31 December 2023, the key movements making up the difference year on year is due to the payment of a dividend of £65.3 million and the £6.6 million of profit for the year.

The net current assets of the company as at 31 December 2024 were £7.5 million compared to £66.2 million at 31 December 2023.

The cash and cash equivalents of the company as at 31 December 2024 were £4.0 million compared to £3.1 million at 31 December 2023.

 

Principal risks and uncertainties

The external environment during 2024 remained highly dynamic and challenging, shaped by continuing macroeconomic uncertainty both in the UK and globally. Inflationary pressures, elevated interest rates, and cautious business sentiment impacted the advertising sector broadly. The company operates in a fast-moving digital advertising landscape, which inherently exposes it to market volatility, technological disruption, and competitive pressure.

Risks are continuously reviewed by the directors, with appropriate mitigation strategies in place, including diversification of service offerings, focus on cost control, and continued investment in scalable technologies.

Interest rate risk

The company currently has no borrowing facility and therefore no direct exposure to interest rates.

Credit risk

The company's principal financial assets are bank balances and cash, and other debtors. The company’s revenue is mainly credit based and therefore the directors consider there to be a credit risk with regards to the company's trade debtors. Credit checks are performed on all customers. 

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by credit-rating agencies. The company has no significant concentration of credit risk.

Liquidity risk

The company actively forecasts, monitors and manages working capital levels and cash on hand to effectively run the business.  The company has access to borrowing facilities if required.

Price risk

The company is exposed to price risk. The company manages is exposure to price risk due by continually reviewing its procurement strategy.

Currency risk

The company may be exposed to transaction foreign exchange risk. The company has a 'natural hedge' through the balance of currencies brought into the company through the sales ledger and Intercompany. Typically, sufficient USD and EUR are generated through sales ledger to satisfy the currency requirements of the purchase ledger. Any company exposure to currency risk may be actively managed and the company will continue to monitor currency risk.

 

TEADS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Development and performance

The principal activity of the company continued to be the delivery of advertising campaigns across digital platforms. In 2024, our revenue breakdown remained focused on our three core service lines:

 

In alignment with market trends, mobile advertising remained a cornerstone of our delivery, with mobile campaigns representing 81% of total turnover.

Key performance indicators

The company measures its performance using key financial indicators including turnover and gross margin, which reflect both market conditions and internal efficiency.

 

Outlook and Future Strategy

Looking ahead, we anticipate a modest recovery in turnover, supported by cautious optimism amidst ongoing macroeconomic uncertainty. Our strategic focus remains on scaling our Programmatic and TAM businesses, which we expect to contribute increasingly to our revenue mix. While Managed Services revenue is projected to decline further, we will continue to enhance operational efficiencies and aim to maintain a stable operational gross margin of approximately 57%.

 

A key component of our future strategy is the planned merger with Outbrain Inc completed early 2025 (see note 20). This merger represents a significant opportunity to strengthen our market position, expand our client base, and consolidate capabilities across key digital channels. The combined entity will benefit from increased scale, broader product offerings, and enhanced innovation potential. Integration planning is well underway, with a strong focus on aligning operations, leveraging synergies, and ensuring continuity of service for all clients.

 

As Teads launched a new CTV product in 2024- this presents a strategic opportunity to maximize visibility at the critical moment of content discovery in 2025. By leveraging native, high-impact creatives on the first screen consumers see, Teads can enhance brand engagement and drive omnichannel continuity, reaching audiences beyond traditional ad-supported streaming platforms.

 

Over the past year, Teads has strengthened its CTV offering through expanded access to premium HomeScreen inventory, including exclusive partnerships with VIDAA US and LG Ad Solutions covering 330 million TV screens worldwide, in over 50 countries. In addition to Homescreen, TAM enables advertisers to reach audiences across more than 7,000 CTV apps globally, optimizing performance through CTV instream video campaigns.

 

Despite persistent market volatility, we remain confident in our ability to navigate these conditions effectively. With targeted investments in high-growth areas, strategic expansion through consolidation, and continued operational discipline, we believe the company is well-positioned for long-term, sustainable growth.

 

TEADS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Promoting the success of the company

In performing their duties under S172, the directors of the Company have had regard to the matters set out in S172 as follows:

 

Teads’ mission is to foster a sustainable advertising and media ecosystem by funding quality journalism and respectfully connecting brands to consumers. Through direct and exclusive integrations with premium publishers, both in the UK and around the world, Teads delivers digital advertising at scale within the heart of editorial content. This guarantees brand safe, fraud free and totally viewable ad experiences that drive business results for advertisers. Teads’ demand-side, sell-side and creative technology delivers effective and engaging advertising experiences for consumers, guaranteed outcomes for brands, and ultimately powers publishers with better monetization solutions to fund quality journalism.

 

As the business is built around editorial content, data practices are naturally privacy focused and not based around 3rd party cookies. Teads supports the move to greater regulation around data privacy for consumers.

 

Business results are measured against revenue and EBITDA targets, on a quarterly and annual basis. Since Teads started trading in the UK over 10 years ago, the business has delivered consistent results and outperformed industry benchmarks in terms of overall advertising industry, as well as digital and video markets more specifically.

Teads is a technology business of entrepreneurs, with employees encouraged to innovate and create at a fast pace to solve market challenges and drive excellence for advertisers, media agencies and publishers.

 

Teads is a board member of the IAB (The Internet Advertising Bureau UK) for both the UK and Europe, and is a founding member of the IAB UK’s Gold Standard, currently certified at latest edition - Gold Standard 2.0. Teads has been independently audited and certified to JICWEBS’ DTSG (Digital Trading Standards Group) and TAG Certified Against Fraud standards. Teads is also a founding member of the World Federation of Advertisers Global Alliance for Responsible Media.

Our people

Teads is a company of entrepreneurs. We ensure all employees share our core values of:

 

We encourage all employees to work collaboratively and communicate effectively in order to deliver our shared business goals.

 

Clients

Teads works with the largest and most well known brands in the UK, alongside the main marketing holding groups in the world (WPP, Omnicom, Dentsu, Publicis, IPG, Havas and various domestic independent agencies) to deliver outstanding media results for advertisers.

 

Having clients at the heart of Teads’ business means that innovation and progress is made in delivering solutions and over-indexing against industry benchmarks. Teads’ Performance Product, introduced in 2018, guarantees quality business results and visitors to site. Meaning advertisers are no longer paying for accidental clicks or landing pages that don’t load.

 

Teads’ creative arm, Teads Studio, delivers best-in-class formats that engage rather than enrage consumers when reading editorial content.

TEADS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

Suppliers

Teads’ suppliers are the most recognised publisher brands in the UK and around the world, including The Guardian, Future Publishing, Telegraph, Mediaforce, Global, Condé Nast, Sky and The BBC (internationally). By driving incremental revenue to their sites and supporting best-in-market ad formats, Teads is directly creating a more sustainable future for quality journalism.

 

In 2021 we signed a partnership with Newsguard whose third party review by trained journalists ensures we are only working with trusted, premium, news sources. This provides assurances for our clients but also ensures we are not supporting sources of misinformation or disinformation.

 

This is a pillar as part of our wider calling for brands and their agencies to Advertise Responsibly. This is where we call on media buyers to consider not just how their ad-spend will impact their marketing plans, but society as a whole. This includes blocking words or sites that could be prejudiced against certain sections of society, supporting platforms or suppliers who drive out misinformation and hate speech or actively supporting diverse and purpose-focused publishers.

 

Business impact

Teads understands the wider implications of advertising on socio-economic issues including Diversity, Equity and Inclusion, the Environment and the recent impact of COVID-19 on society at large.

Teads has recently implemented a global Teads Together Council to work on global Diversity, Equity and Inclusion initiatives, and this has been replicated at a local level in the UK with the Culture Committee driving awareness and action for causes that are most important to the team.

 

We are conscious of the needs of the environment and currently looking at offsetting our carbon footprint by planting trees for every new starter. We are also undergoing market-leading research into our carbon footprint at a global level - taking into account emissions within Scope 1, Scope 2 and Scope 3 and therefore what measures can be taken to counteract those emissions. Initial findings have shown that ad selection emissions were 99% lower with Teads, than with typical programmatic buying.

Going concern

The accounts have been prepared on a going concern basis which is appropriate as the company has enough resources to operate for at least 12 months from the approval of the accounts.

 

On behalf of the board

Justin Taylor
Director
19 June 2025
TEADS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be advertising campaigns across digital platforms.

Results and dividends

The results for the year are set out on page 11.

Ordinary dividends were paid amounting to £65,295,719. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Betrand-Romain Quesada
Justin Taylor
Post reporting date events

No events requiring adjustment to the financial information have occurred between 31 December 2024 and the date of signing the accounts.

However, on 3 February 2025, Outbrain Inc. announced the completion of its acquisition of Teads Limited, following the receipt of all required regulatory approvals. The transaction was valued at approximately $900 million, consisting of $826 million in cash and 43.75 million Outbrain Inc. shares.

Auditor

In accordance with the company's articles, a resolution proposing that Shaw Gibbs (Audit) Limited be reappointed as auditor of the company will be put at a General Meeting.

Energy and carbon report
2024
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Electricity purchased
71,257
67,121
71,257
67,121
2024
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
-
-
Scope 2 - indirect emissions
- Electricity purchased
61.31
57.75
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
-
-
Total gross emissions
61.31
57.75
TEADS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines. We have also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per employee, the recommended ratio for the sector.

Measures taken to improve energy efficiency

The company has fully embraced video conferencing technology for both internal and external meetings, to help reduce the volume of travel required to the business. All office equipment is maintained to ensure optimum efficiency during use, and new technologies are investigated to determine potential application within the business. All end-of-life equipment is replaced with new energy efficient equipment as appropriate.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

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

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

 

It has done so in respect of details of future developments and financial risk management as the directors consider these to be of strategic importance to the company.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

TEADS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
On behalf of the board
Justin Taylor
Director
19 June 2025
TEADS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TEADS LIMITED
- 8 -
Opinion

We have audited the financial statements of Teads Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The 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:

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 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 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 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our 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.

Opinions on other matters prescribed by the Companies Act 2006

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

TEADS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TEADS LIMITED (CONTINUED)
- 9 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor's 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 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.

  1. At the planning stage of the audit we gain an understanding of the laws and regulations which apply to the company and how the management seek to comply with those laws and regulations. This helps us to plan appropriate risk assessments.

  2. During the audit we focus on relevant risk areas and review the compliance with the laws and regulations by making relevant enquiries and undertaking corroboration, for example by reviewing Board Minutes and other documentation.

  3. We assess the risk of material misstatement in the financial statements including as a result of fraud and undertake procedures including:

    1. Reviewing the controls set in place by management;

    2. Making enquiries of management as to whether they consider fraud or other irregularity may have taken place, or where such opportunity might exist;

    3. Challenging management assumptions with regard to accounting estimates; and

    4. Identifying and testing journal entries, particularly those which appear to be unusual by size or nature.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

TEADS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TEADS LIMITED (CONTINUED)
- 10 -

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 2006. Our 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 auditor's 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.

Malik Nayyer Salim
Senior Statutory Auditor
For and on behalf of Shaw Gibbs (Audit) Limited
19 June 2025
Chartered Certified Accountants
Statutory Auditor
264 Banbury Road
Oxford
OX2 7DY
TEADS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
2024
2023
Notes
£
£
Turnover
3
56,186,726
58,129,833
Cost of sales
(24,290,753)
(23,571,254)
Gross profit
31,895,973
34,558,579
Administrative expenses
(24,219,856)
(25,530,628)
Operating profit
4
7,676,117
9,027,951
Interest receivable and similar income
9
1,354,335
1,064,759
Profit before taxation
9,030,452
10,092,710
Tax on profit
10
(2,421,965)
(2,255,203)
Total comprehensive income for the year
6,608,487
7,837,507

There are no recognised gains and losses other than those passing through the statement of comprehensive income.

 

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

TEADS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 12 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
126,104
131,518
Investments
12
10,891
10,891
136,995
142,409
Current assets
Debtors
14
91,507,412
82,903,857
Cash at bank and in hand
4,036,201
3,091,691
95,543,613
85,995,548
Creditors: amounts falling due within one year
15
(88,002,074)
(19,771,110)
Net current assets
7,541,539
66,224,438
Total assets less current liabilities
7,678,534
66,366,847
Provisions for liabilities
(29,707)
(30,788)
Net assets
7,648,827
66,336,059
Capital and reserves
Called up share capital
18
1,040,340
1,040,340
Profit and loss reserves
6,608,487
65,295,719
Total equity
7,648,827
66,336,059
The financial statements were approved by the board of directors and authorised for issue on 19 June 2025 and are signed on its behalf by:
Justin Taylor
Director
Company Registration No. 07239735
TEADS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
1,040,340
57,458,212
58,498,552
Year ended 31 December 2023:
Profit and total comprehensive income
-
7,837,507
7,837,507
Balance at 31 December 2023
1,040,340
65,295,719
66,336,059
Year ended 31 December 2024:
Profit and total comprehensive income
-
6,608,487
6,608,487
Dividends
8
-
(65,295,719)
(65,295,719)
Balance at 31 December 2024
1,040,340
6,608,487
7,648,827
TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information

Teads Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 201 Great Portland Street, Marylebone, London, W1W 5AB.

1.1
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.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Next Alt S.à r.l.. The address from which consolidated financial statements could be obtained is: 5 rue Eugène Ruppert, L-2453 Luxembourg.

1.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue relates to Online marketing contracts and Recharged expenses.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably.

Recharged expenses are accounted for in the period in which the services are provided.

TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
33% straight line
Computer equipment
33% straight line
Fixtures and fittings
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Fixed asset investments

Minority investments in fellow group undertakings are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

1.6
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.7
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 trade and other #tErm6, amounts owed by group companies and cash and bank balances, are initially measured at transaction price including transaction costs. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the recoverable amount. The impairment loss is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 trade and other creditors, amounts owed to group companies 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.

 

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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
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.

TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.10
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments.

1.12
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease.

1.13
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are 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.

TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Bad debt provision

The bad debt provision is reviewed at each accounting date and updated in line with the group policy. The provision is calculated by ascertaining the unpaid balances for the three immediate past years. These balances are then used to work out average unpaid percentages which are then applied to the debtor balance at the year end to arrive at expected credit loss (bad debt provision) in line with IFRS. At the reporting date, the directors have included a provision of £77,964 (2023: £218,484).

 

Accruals - rebates

Included in accruals are rebates to customers. These are calculated based on the applicable percentages that have been agreed with the relevant customers which are applied to the turnover generated by each customer.

 

Accruals - staff commission

Staff commission is awarded to staff based on meeting different targets, dependent on the department that they work. Commission for those who work in the sales department is based on the level of turnover achieved in a particular period, whereas commission for those in the operations department is based on gross profit margin achieved in a particular period.

 

Prepayments and accrued income

The company processes customer invoices one month in arrears and so there is always a month's worth of accrued income based on the revenue generated on the platform. As a result, the accrued income as at the year end represents services provided in December which are then invoiced in January.

 

3
Turnover and other revenue

An analysis of the company's turnover is as follows:

2024
2023
£
£
Turnover analysed by class of business
Online marketing
44,803,036
43,017,400
Recharged expenses
11,383,690
15,112,433
56,186,726
58,129,833
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
40,555,360
38,253,217
Europe
13,669,379
16,914,364
Rest of the World
1,961,987
2,962,252
56,186,726
58,129,833
TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
3
Turnover and other revenue
(Continued)
- 19 -
2024
2023
£
£
Other revenue
Interest income
1,354,335
1,064,759
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
344,934
2,595,602
Depreciation of owned tangible fixed assets
41,255
136,989
Operating lease charges
1,130,677
1,113,349
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
35,500
32,500
For other services
All other non-audit services
67,675
54,889
6
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
Sales and publishing
84
79
Marketing
4
4
Finance and administration
32
31
Management
2
2
Total
122
116
TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 20 -

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
11,303,902
11,165,316
Social security costs
1,465,560
1,518,903
Pension costs
931,826
765,029
13,701,288
13,449,248
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
871,013
865,463
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
539,055
543,882
8
Dividends
2024
2023
£
£
Final paid
65,295,719
-
0
9
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest receivable from group companies
1,354,335
1,064,759
TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
2,423,046
2,554,212
Adjustments in respect of prior periods
-
0
(289,986)
Total current tax
2,423,046
2,264,226
Deferred tax
Origination and reversal of timing differences
(1,081)
(9,023)
Total tax charge
2,421,965
2,255,203

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit before taxation
9,030,452
10,092,710
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
2,257,613
2,373,805
Tax effect of expenses that are not deductible in determining taxable profit
166,013
171,730
Adjustments in respect of prior years
-
0
(289,986)
Depreciation add back
10,314
32,220
Capital allowances
(11,975)
(32,566)
Taxation charge for the year
2,421,965
2,255,203
TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
11
Tangible fixed assets
Leasehold land and buildings
Computer equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 1 January 2024
546,324
586,412
272,589
1,405,325
Additions
-
0
34,941
900
35,841
At 31 December 2024
546,324
621,353
273,489
1,441,166
Depreciation and impairment
At 1 January 2024
546,324
468,209
259,274
1,273,807
Depreciation charged in the year
-
0
33,358
7,897
41,255
At 31 December 2024
546,324
501,567
267,171
1,315,062
Carrying amount
At 31 December 2024
-
0
119,786
6,318
126,104
At 31 December 2023
-
0
118,203
13,315
131,518

The depreciation charge for the year is included within administrative expenses in the Statement of Comprehensive Income.

12
Fixed asset investments
2024
2023
£
£
Investments in associates
13
10,891
10,891
13
Associates

Details of the company's associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Teads Argentina S.A.
Argentina
Ordinary
10.00
PT Teads Indonesia Advertising
Indonesia
Ordinary
1.00
Teads Brazil
Brazil
Ordinary
1.00
TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
15,170,630
14,986,222
Amounts owed by group undertakings
69,895,964
61,252,980
Other debtors
457,921
338,085
Prepayments and accrued income
5,982,897
6,326,570
91,507,412
82,903,857

Included in amounts owed by group undertakings are loans to the parent company which incur interest monthly based on SOFR rate (Secured Overnight Financing Rate published by the Federal Reserve Bank of New York), all other amounts are non-interest bearing.

 

All balances are repayable on demand.

15
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
276,788
546,035
Amounts owed to group undertakings
75,724,218
6,073,660
Corporation tax
1,675,832
959,155
Other taxation and social security
1,348,754
1,861,636
Other creditors
10,187
726
Accruals and deferred income
8,966,295
10,329,898
88,002,074
19,771,110

HSBC Factoring (France) hold a fixed charge over the assets of the company.

Amounts owed to group undertakings are repayable on demand and non-interest bearing.

16
Deferred taxation

Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
29,707
30,788
TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Deferred taxation
(Continued)
- 24 -
2024
Movements in the year:
£
Liability at 1 January 2024
30,788
Credit to profit or loss
(1,081)
Liability at 31 December 2024
29,707
17
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
931,826
765,029

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

18
Share capital
2024
2023
£
£
Issued and fully paid
1,410,000 ordinary shares of 1 euro each
1,040,340
1,040,340

The company's ordinary shares, which carry no right to fixed income, have full rights in the company with regard to voting, dividend and capital distribution.

 

Share capital has been exchanged at €1.24 and €1.36.

19
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

2024
2023
£
£
Within one year
683,942
683,942
Between two and five years
432,960
1,070,570
1,116,902
1,754,512
20
Events after the reporting date

No events requiring adjustment to the financial information have occurred between 31 December 2024 and the date of signing the accounts.

However, on 3 February 2025, Outbrain Inc. announced the completion of its acquisition of Teads Limited, following the receipt of all required regulatory approvals. The transaction was valued at approximately $900 million, consisting of $826 million in cash and 43.75 million Outbrain Inc. shares.

TEADS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
21
Related party transactions

In accordance with FRS102 paragraph 33.1A, the exemption has been taken from disclosing transactions and balances with group companies.

22
Ultimate controlling party

Teads SA is the immediate parent company, registered in Luxembourg. The ultimate parent company is Next Alt S.à r.l. registered in Luxembourg. The ultimate controlling party is considered to be Mr. Patrick Drahi by virtue of his shareholding in Next Alt S.à r.l..

 

The largest group for which consoliated accounts are prepared, including the company, is that headed by Next Alt S.à r.l.. The smallest group for which consolidated accounts are prepared, including the company, is that headed by Altice Teads S.A. The address from which consolidated financial statements could be obtained is: 5 rue Eugène Ruppert, L-2453 Luxembourg.

 

As mentioned in note 20, on 3 February 2025 Outbrain Inc. announced the acquisition of Teads.

 

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