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Registered number: 14749195 (England and Wales)














ADMARKETPLACE UK LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


 
ADMARKETPLACE UK LIMITED
 

 
COMPANY INFORMATION


Directors
A J Epstein 
J W Hill 




Registered number
14749195



Registered office
Birchin Court 

5th Floor
19-25 Birchin Lane

London

United Kingdom

EC3V 9DU




Independent auditors
ZEDRA Corporate Reporting Services (UK) Limited
















 
ADMARKETPLACE UK LIMITED
 


CONTENTS



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



 
ADMARKETPLACE UK LIMITED
REGISTERED NUMBER:14749195


BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 4 
291,707
118,269

Bank and cash balances
  
217,266
196,031

  
508,973
314,300

Creditors: amounts falling due within one year
 5 
(329,881)
(265,089)

Net current assets
  
 
 
179,092
 
 
49,211

Total assets less current liabilities
  
179,092
49,211

  

Net assets
  
179,092
49,211


Capital and reserves
  

Called up share capital 
  
1
1

Share option reserve
 6 
27,304
-

Profit and loss account
  
151,787
49,210

  
179,092
49,211


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: 




A J Epstein
Director

Date: 28 August 2025

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

Page 1


 
ADMARKETPLACE UK LIMITED
 


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Share option reserve
Profit and loss account
Total equity

£
£
£
£


At 1 March 2023
1
-
-
1



Profit for the period
-
-
49,210
49,210



At 1 January 2024
1
-
49,210
49,211



Profit for the year
-
-
102,577
102,577

Share based payment expense
-
27,304
-
27,304


At 31 December 2024
1
27,304
151,787
179,092


Page 2


 
ADMARKETPLACE UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

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

At 31 December 2024, the Company was in a net asset position. The Company has received written confirmation from its ultimate parent company, adMarketplace, Inc., that it will continue to provide financial support to the Company for a period of 12 months from the date of approving these financial statements.
In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from the ultimate parent company, through a review of parent company position and the budgeted cash requirements of the Company. 
The directors are confident that the Company will continue to be able to meet its obligations as liabilities fall due. For these reasons, the directors continue to prepare the financial statements on a going concern basis.

 
1.3

Turnover

Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Rendering of services

Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised 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 intercompany service agreement;
the costs incurred under the intercompany service agreement can be measured reliably.


 
1.4

Interest income

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

 
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.

Page 3


 
ADMARKETPLACE UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

 
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

Taxation

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 balance sheet date in the countries where the Company operates and generates income.


 
1.8

Debtors

Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. No interest is charged on the loans, which are repayable on demand. 

 
1.9

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.

 
1.10

Creditors

Short term creditors are measured at the transaction price.

Page 4


 
ADMARKETPLACE UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.Accounting policies (continued)

  
1.11

Share based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to Statement of Comprehensive Income over the remaining vesting period.


2.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified.

The audit report was signed on 28 August 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 during the year was 13 (2023 - 12).


4.


Debtors

2024
2023
£
£


Amounts owed by group undertakings
122,476
73,826

Other debtors
102,428
34,378

Prepayments and accrued income
66,803
10,065

291,707
118,269


Page 5


 
ADMARKETPLACE UK LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
1,236
12,434

Corporation tax
35,086
34,601

Other creditors
79,280
55,669

Accruals and deferred income
214,279
162,385

329,881
265,089



6.


Reserves

Share option reserve

The share option reserve represents accumulated share based payment expenses.
Certain employees of the Company along with other group employees have been granted options over the shares in adMarketplace, Inc. The options are granted at an independently determined fair value and the expense is recognised evenly over the vesting period with a corresponding amount being recognised in the share option reserve.


7.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than one year
234,900
64,800

234,900
64,800


8.


Controlling party

adMarketplace, 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 parent company is 3500 South Dupont Highway, Kent County, Delaware 19904.


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