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Registered number: 12719244 PUBOCEAN MEDIA UK LIMITED FINANCIAL STATEMENTS INFORMATION FOR FILING WITH THE REGISTRAR FOR THE YEAR ENDED 31 DECEMBER 2024
PUBOCEAN MEDIA UK LIMITED REGISTERED NUMBER: 12719244 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | $ |  | $
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 1,055,604 |  | 1,174,486 |
Cash at bank and in hand | 6 | 723,154 |  | 724,931 |
|  | 1,778,758 |  | 1,899,417 |
Creditors: amounts falling due within one year | 7 | (21,464) |  | (159,276) |
Net current assets |  |  | 1,757,294 |  | 1,740,141
Total assets less current liabilities |  |  | 1,757,294 |  | 1,740,141
Net assets |  |  | 1,757,294 |  | 1,740,141
Capital and reserves |  |  |  |  |
Called up share capital | 9 |  | 1 |  | 1
Profit and loss account |  |  | 1,757,293 |  | 1,740,140
|  |  | 1,757,294 |  | 1,740,141
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 on 18 September 2025.
E Tzubery
Director
The notes on pages 2 to 10 form part of these financial statements. Page 1
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
PubOcean Media UK Limited (the 'Company') is a private company, limited by shares, incorporated in England and Wales. The registered company number is 12719244. The address of its registered office is 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ. The principal activity of the Company is that of providing advertising services as an agency. These financial statements have been presented in US Dollar ($), this being the functional currency of the Company. Monetary amounts included within these financial statements have been rounded to the nearest $. 2.Accounting policies
| 2.1 | 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:
| 2.2 | Going concern
The financial statements have been prepared on the going concern basis. In making their going concern assessment, the directors have given consideration to the nature of the Company's operations on the Company and wider group. The adoption of going concern assumptions is dependent on the continued financial support of the ultimate parent company, Perion Network Limited, for at least 12 months from the date of approval of these financial statements. The ultimate parent company has also agreed to maintain the trading arrangement in place between the Company and the ultimate parent company’s 100% owned subsidiary company, Intercept Interactive Inc. On this basis the directors of the Company have concluded that there are no material uncertainties that may cast doubt on the Company’s ability to continue as a going concern. Consequently, the directors have prepared these financial statements on the going concern basis. Page 2
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably.
| 2.4 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.5 | Finance costs
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.
| 2.6 | 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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds. Page 3
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.7 | Current and deferred taxation
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 acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
| 2.8 | Tangible fixed assets
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:
|  |  |  | Computer equipment | - | 36 months
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. The 100% depreciation policy in relation to computer equipment only applies to assets purchased as part of the asset deal. Page 4
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.9 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.10 | 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 equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.11 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.12 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.13 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102. Financial instruments are recognised in the Company's Statement of Financial Position 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 debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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. Page 5
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Other financial assets Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment. Impairment of financial assets At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate. If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss. Basic 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 the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the Page 6
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Financial instruments (continued)
effective interest method. Discounting is omitted where the effect of discounting is immaterial. Other financial instruments Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss. Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
3. | Employees
| The average monthly number of employees, including directors, during the year was 2 (2023 - 6).
4. | Tangible fixed assets
|  | Computer equipment
|  | $
| Cost or valuation |
| At 1 January 2024 | 3,000
| At 31 December 2024 | 3,000
| Depreciation |
| At 1 January 2024 | 3,000
| At 31 December 2024 | 3,000
| Net book value |
| At 31 December 2024 | -
| At 31 December 2023 | -
Page 7
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Trade debtors | - | 63,547
| Amounts owed by group undertakings | 1,038,173 | 1,047,491
| Other debtors | 17,431 | 12,632
| Prepayments and accrued income | - | 44,522
| Deferred taxation | - | 6,294
|  | 1,055,604 | 1,174,486
| The amounts owed by the group undertakings are unsecured and repayable on demand.
6. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Cash at bank and in hand | 723,154 | 724,931
|  | 723,154 | 724,931
7. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Trade creditors | 1,535 | 37,487
| Amounts owed to group undertakings | - | 56,820
| Other taxation and social security | 16,169 | 15,373
| Accruals and deferred income | 3,760 | 49,596
|  | 21,464 | 159,276
| The amounts due to group undertakings are unsecured and repayable on demand.
Page 8
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Deferred taxation
|  | 2024
|  | $
| At beginning of year | 6,294
| Charged to profit or loss | (6,294)
| At end of year | -
| The deferred tax asset is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
| Short term timing differences | - | 6,294
|  | - | 6,294
9. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | $ | $
|  | Allotted, called up and fully paid |  |
|  | 1 (2023 - 1) Ordinary share share of $1.00 | 1 | 1
10. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to $0 (2023: $4,972). Contributions totaling $0 (2023: $2,054) were payable to the fund at the balance sheet date and are included in creditors.
11. | Related party transactions
| The only related party transaction exists between PubOcean Media UK and Perion Networks Limited and its subsidiaries.
12. | Post balance sheet events
There have been no significant events affecting the Company since the year-end. Page 9
PUBOCEAN MEDIA UK LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Controlling party
The parent entity of the largest group in which these financial statements are consolidated is Perion Network Limited, a company incorporated in Israel. A copy of the financial statements of Perion Network Limited as at 31 December 2024 are publicly available from Perion Network Limited, 2 Leonardo Da Vinci Street, Floor 24, Tel Aviv, 6473309. The parent entity of the smallest group in these financial statements are consolidated in Interactive Holding Corp, a company incorporated in the United States of America. The ultimate parent company and controlling party is Perion Network Limited.
14. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 18 September 2025 by Stephen Haffner (Senior Statutory Auditor) on behalf of Harris & Trotter LLP.
Page 10