| MASTERMEDIA UK LIMITED |
| Strategic Report |
|
| The directors present their strategic report for the year ended 31 December 2024. |
|
| Review of the Business |
| Turnover in the year under review was £146,666,578 compared with £151,663,229 in the previous year. This decline is primarily attributable to challenging market conditions and intensified competition. |
| The Company reported a profit of £142,051 for the year ended December 2024, up from £123,838 in 2023. This growth reflects enhanced operational efficiency driven by effective cost management and optimised resource utilisation. The results underscore the positive impact of strategic initiatives implemented during the period. |
|
| Employees |
| It is the policy of the Company’s to encourage and develop all members of staff to realise their maximum potential. Wherever possible, vacancies are filled from within the Company and adequate opportunities for internal promotion are created. The Board is committed to a systematic training policy and has a comprehensive training and development potential to a maximum level of attainment. In this way, staff will make their best possible contribution to the organisation’s success. The Company supports the principle of equal opportunities in employment and opposes all forms of unlawful or unfair discrimination on the grounds of race, age, nationality, religion, ethnic or national origin, sexual orientation, gender or gender reassignment, marital status or disability. It is also the policy of the Company, where possible, to give sympathetic consideration to disabled persons in their application for employment with the Company and to protect the interests of existing members of the staff who are disabled. |
| The company has made the necessary provision for allowing employees to work remotely and be connected to the company intranet. |
| Use of estimates and judgements |
| The preparation of financial statements in accordance with the Companies Act 2006 and FRS102 requires from Management the exercise of judgement, to make estimates and assumptions that influence the application of accounting principles and the related amount of assets and liabilities income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at the time. Actual results may deviate from such estimates. |
| The estimates and underlying assumptions are revised on a continuous basis. Revisions in accounting estimates are recognised in the period during with the estimate is revised, if the estimate affects only that period, or in the period of the revision and future periods. If the revision affects the present as well as future periods. |
| Functional and presentation currency |
| The financial statements are presented in the Great British Pound (GBP/£) which is the functional and presentation currency of the Company. |
|
| Significant Accounting Policies |
| The following accounting policies have been applied consistently for all the years presented in these financial statements and in stating the financial position of the Company. |
| Finance income |
| Finance income includes loan interest income which is recognised based on an accrual basis and foreign exchange differences. |
|
| Finance expenses |
| Interest expense and other borrowing costs are recognised to profit or loss using the effective interest method. |
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| MASTERMEDIA UK LIMITED |
| Strategic Report |
|
|
| Foreign currency translation |
|
| (i)Functional and presentation currency |
| Items included in the Company’s financial statements are measured using the currency of the primary economic in which the entity operates (‘the functional currency’). The financial statements are presented in Great Britain Pounds (GBP/£), which is the Company’s functional and presentation currency. |
|
|
| (ii)Transactions and balances |
| Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. |
|
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| Environmental policy |
| The Board acknowledges that environmental protection is one of the company’s business responsibilities. It aims for a continuous improvement in the company’s environmental performance and to comply with all relevant regulations. |
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| Also the Board does not consider that this line of business has a large adverse impact upon the environment. As a result the company does not manage its business by reference to any environmental key performance indicators. The company seeks to maintain a high proportion of its records electronically and of the paper it does use, over 80% of its paper consumption is recycled through the use of recycling bags. |
|
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| Principal risks and uncertainties |
| a) Financial risk management objectives and policies of the company including the policy for hedging each major type of forecasted transaction for which hedge accounting is used; and |
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| b) The exposure of the company to price risk, credit risk, liquidity risk and cash flow risk; unless such information is not material for the assessment of the assets, liabilities, financial position and profit or loss of the company. |
|
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| Financial risk factors |
| The Company is exposed to the following risks from its use of financial instruments: |
| “ Credit risk |
| “ Liquidity risk |
| “ Market risk |
|
| The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. |
|
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| The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. |
|
|
| (i) Credit risk |
| Credit risk arises when a failure by counter parties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the reporting date. The Company tries to sell on so-called “Cash against documents” terms, but in case of a delay in payment, a Buyer’s credit risk is always insured. |
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| MASTERMEDIA UK LIMITED |
| Strategic Report |
|
| (ii) Liquidity risk |
| Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position potentially enhances profitability, but can also increase the risk of losses. The Company has procedures with the object of minimising such losses as maintaining sufficient cash and other highly liquid current assets and by having available an adequate amount of committed credit facilities. |
|
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| (iii) Market risk |
| Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. |
|
| Interest rate risk |
| Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. |
|
| Borrowings issues at variable rates expose the Company to cash flow interest rate risk. The Company’s management monitors the interest rate fluctuations on a continuous basis and acts accordingly. |
|
| Sensitivity analysis |
| Any increase/(decrease) in interest rates will have a small effect on results and equity of the Company, because, all financial instruments are fixed rate or pegged to LIBOR/EURIBOR with fixed margin. Strengthening or weakening against the relevant currency, there would be an equal and opposite impact on the profit/loss and other equity. This analysis assumes that all other variables, in particular interest rates, remain constant. |
|
| Currency risk |
| Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates and liabilities are denominated in a currency that is not the Company’s functional currency. The Company is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the American Dollar, the Euro and Singapore dollar.The Company’s management monitors the exchange rate fluctuations on a continuous basis and acts accordingly. |
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| Financial instrument risk |
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| The company does not use derivatives, such as futures, options, or swaps, whose value is derived from an underlying asset, index, or rate.This indicate that the company's financial operations are not reliant on hedging risks, speculating on price movements,or taking advantage of arbitrage opportunities using derivative contracts. |
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| This report was approved by the board on 24 September 2025 and signed on its behalf. |
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| Mr Pawel Zbigniew Wojciak |
| Director |
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| 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 the audit: |
| ● |
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| ● |
the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. |
|
| Matters on which we are required to report by exception |
|
Depreciation |
|
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows: |
|
Fittings fixtures and equipment |
20% |
|
straight line |
|
Motor vehicles |
20% |
|
straight line |
|
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If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates. |
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Stocks |
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Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell.Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stocks to their present location and condition. |
|
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Financial instruments |
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A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. |
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Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
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Debt instruments are subsequently measured at amortised cost. |
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Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. |
|
Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. |
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Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship. |
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Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. |
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For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics. |
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Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised. |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Provisions |
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Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
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Foreign currency translation |
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Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
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Leased assets |
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A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases. The rights of use and obligations under finance leases are initially recognised as assets and liabilities at amounts equal to the fair value of the leased assets or, if lower, the present value of the minimum lease payments. Minimum lease payments are apportioned between the finance charge and the reduction in the outstanding liability using the effective interest rate method. The finance charge is allocated to each period during the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability. Leased assets are depreciated in accordance with the company's policy for tangible fixed assets. If there is no reasonable certainty that ownership will be obtained at the end of the lease term, the asset is depreciated over the lower of the lease term and its useful life. Operating lease payments are recognised as an expense on a straight line basis over the lease term. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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Going concern |
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At the time 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.The going concern basis of accounting in preparing the financial statements of the company is therefore considered appropriate by the directors. |
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Going concern consideration |
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The Company tested the financial impact on the following areas of financial statements that can be affected: |
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Breach of trade contracts, |
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Revenue, |
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Administrative expenses, |
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Current and non-current assets fair value measurements, |
|
Trade and other receivables and payables. |
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| 2 |
Use of Estimates and Judgements |
|
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The preparation of financial statements in accordance with the Companies Act 2006 and FRS102 requires from Management the exercise of judgement, to make estimates and assumptions that influence the application of accounting principles and the related amount of assets and liabilities income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are deemed to be reasonable based on knowledge available at the time. Actual results may deviate from such estimates. |
|
The estimates and underlying assumptions are revised on a continuous basis. Revisions in accounting estimates are recognised in the period during with the estimate is revised, if the estimate affects only that period, or in the period of the revision and future periods. If the revision affects the present as well as future periods. |
|
Audit information |
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The audit report is unqualified. |
|
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Senior statutory auditor: Anwar Faruque Chowdhury |
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Firm: ACN Accountants |
|
Date of audit report: 24 September 2025 |
| 3 |
Analysis of turnover |
2024 |
|
2023 |
| £ |
£ |
|
|
Sale of goods |
146,666,578 |
|
151,663,229 |
|
|
|
|
|
|
|
|
|
|
| 4 |
Operating profit |
2024 |
|
2023 |
| £ |
£ |
|
This is stated after charging: |
|
|
Depreciation of owned fixed assets |
40,047 |
|
17,399 |
|
Gain)/loss on disposal of tangible assets |
2,176 |
|
- |
|
Impairment of trade debtors |
105,145 |
|
152,804 |
|
Foreign exchange differences |
1,606 |
|
3,022 |
|
Auditors' remuneration for audit services |
9,000 |
|
- |
|
Carrying amount of stock sold |
134,102,111 |
|
140,623,192 |
|
|
|
|
|
|
|
|
|
|
| 5 |
Staff costs |
2024 |
|
2023 |
| £ |
£ |
|
|
Wages and salaries |
2,366,101 |
|
2,250,860 |
|
Social security costs |
266,193 |
|
277,252 |
|
Other pension costs |
30,605 |
|
- |
|
|
|
|
|
|
2,662,899 |
|
2,528,112 |
|
|
|
|
|
|
|
|
|
|
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Average number of employees during the year |
Number |
Number |
|
|
Average number of persons employed by the company |
46 |
|
49 |
|
|
|
|
|
|
46 |
|
49 |
|
|
|
|
|
|
|
|
|
|
| 6 |
Taxation |
2024 |
|
2023 |
| £ |
£ |
|
Analysis of charge in period |
|
Current tax: |
|
UK corporation tax on profits of the period |
- |
|
38,011 |
|
|
|
|
|
|
|
|
|
|
|
Tax on profit on ordinary activities |
- |
|
38,011 |
|
|
|
|
|
|
|
|
|
|
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Factors affecting tax charge for period |
|
The differences between the tax assessed for the period and the standard rate of corporation tax are explained as follows: |
|
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
Profit on ordinary activities before tax |
142,051 |
|
123,838 |
|
|
|
|
|
|
|
|
|
|
Additions |
|
Disallowed Exp: Depreciation and (profit)/loss on sale of assets |
65,028 |
|
61,244 |
|
|
Deductions |
|
Capital allowances |
(358,259) |
|
(23,475) |
|
|
Adjusted Profit ( loss ) on ordinary activities before tax |
(151,180) |
|
161,607 |
|
Standard rate of corporation tax in the UK |
|
|
YE 31.12.2023 |
Taxable profit |
Rate |
|
Tax Year 2022 |
39,848 |
|
19% |
|
- |
|
7,571 |
|
Tax Year 2023 |
121,759 |
|
25% |
|
- |
|
30,440 |
|
Tax Year 2024 |
25% |
|
- |
|
- |
|
|
Current tax charge for period |
- |
|
38,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7 |
Tangible fixed assets |
|
|
Asset under construction |
|
Motor vehicles |
|
Fixtures, fittings, tools and equipment |
|
Total |
|
|
At cost |
|
At cost |
|
At cost |
| £ |
£ |
£ |
£ |
|
Cost or valuation |
|
At 1 January 2024 |
- |
|
84,981 |
|
169,491 |
|
254,472 |
|
Additions |
135,190 |
|
420,794 |
|
217,218 |
|
773,202 |
|
Disposals |
- |
|
(17,480) |
|
- |
|
(17,480) |
|
At 31 December 2024 |
135,190 |
|
488,295 |
|
386,709 |
|
1,010,194 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 January 2024 |
- |
|
59,608 |
|
146,936 |
|
206,544 |
|
Charge for the year |
- |
|
33,384 |
|
6,663 |
|
40,047 |
|
On disposals |
- |
|
(9,972) |
|
- |
|
(9,972) |
|
At 31 December 2024 |
- |
|
83,020 |
|
153,599 |
|
236,619 |
|
|
|
|
|
|
|
|
|
|
Carrying amount |
|
At 31 December 2024 |
135,190 |
|
405,275 |
|
233,110 |
|
773,575 |
|
At 31 December 2023 |
- |
|
25,373 |
|
22,555 |
|
47,928 |
|
|
|
|
|
|
|
|
|
|
|
| 8 |
Stocks |
2024 |
|
2023 |
| £ |
£ |
|
|
Finished goods and goods for resale |
164,755 |
|
370,337 |
|
|
|
|
|
|
|
|
|
|
| 9 |
Debtors |
2024 |
|
2023 |
| £ |
£ |
|
|
Trade debtors |
5,164,442 |
|
3,432,057 |
|
Other debtors |
- |
|
2,020 |
|
Prepayments and accrued income |
1,019,607 |
|
651,482 |
|
|
|
|
|
|
6,184,049 |
|
4,085,559 |
|
|
|
|
|
|
|
|
|
|
| 10 |
Creditors: amounts falling due within one year |
2024 |
|
2023 |
| £ |
£ |
|
|
Trade creditors |
676,264 |
|
1,958,826 |
|
Amounts owed to group undertakings |
|
4,606,610 |
|
- |
|
Corporation tax |
- |
|
38,011 |
|
Other taxes and social security costs |
829,798 |
|
1,091,155 |
|
Other creditors |
146,591 |
|
146,087 |
|
Accruals and deferred income |
9,000 |
|
- |
|
|
|
|
|
|
6,268,263 |
|
3,234,079 |
|
|
|
|
|
|
|
|
|
|
| 11 |
Share capital |
Nominal |
|
2024 |
|
2024 |
|
2023 |
| value |
Number |
£ |
£ |
|
Allotted, called up and fully paid: |
|
150 Ordinary shares |
£1 each |
|
150 |
|
150 |
|
100 |
|
|
|
|
|
|
|
|
|
|
| 12 |
Profit and loss account |
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
1,291,727 |
|
1,205,900 |
|
Profit for the financial year |
142,051 |
|
85,827 |
|
|
At 31 December |
1,433,778 |
|
1,291,727 |
|
|
|
|
|
|
|
|
|
|
| 13 |
Post Balance Sheet Events |
|
There have not been any significant events since the balance sheet date. There were no essential either adjusting events or non-adjusting events in the period of time elapsing between the balance sheet date and the date on which these financial statements are prepared. |
|
|
|
| 14 |
Related party transactions |
|
|
During the year there were transactions between the company and its fellow group of companies and at the period ended the company owed to its fellow group of companies an amount of £4,606,610 ( 2023:nil ). |
|
|
| 15 |
Controlling party |
|
|
Mastermedia UK Limited is controlled equally by three individuals, Grzegorz Mariusz Cioczek, Pawel Zbigniew Wojciak, and Katarzyna Irena Zdybicka-Wojciak, each holding 33.33% of the shares. |
|
|
| 16 |
Foreign exchange and foreign currencies |
|
|
1. Functional and presentation currency |
|
Items included in the Company's financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The financial statements are presented in Great Britain Pounds ('GBP £'), which is the Company's functional and presentation currency. |
|
2. Transactions and balances |
|
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account. |
|
|
| 17 |
Legal form of entity and country of incorporation |
|
|
MASTERMEDIA UK LIMITED is a private company limited by shares and incorporated in England. |