Company registration number 09922859 (England and Wales)
GUMGUM UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
GUMGUM UK LIMITED
COMPANY INFORMATION
Directors
Miss R Garrett
Mr R Van Der Colff
(Appointed 13 February 2025)
Company number
09922859
Registered office
C/O Craufurd Hale Group
Auditor
Craufurd Hale Audit Services Limited
Ground Floor
Arena Court
Crown Lane
MAIDENHEAD
SL6 8QZ
Business address
The Corner Building
Farringdon Road
LONDON
EC1M 3LN
GUMGUM UK LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Statement of income and retained earnings
9
Balance sheet
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 24
GUMGUM UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

Introduction

 

The directors present the Strategic Report for GumGum UK Limited (the “Company”) for the year ended 31 December 2024. GumGum UK Limited is the UK operating subsidiary of GumGum Inc., LLC, a US-registered company. The Company provides a proprietary advertising platform delivering contextual intelligence, high-impact creative formats, and measurement tools that enable advertisers to optimise campaigns and capture consumer attention in a privacy-first, data-compliant manner.

Review of the business

The Company delivered another year of significant growth, supported by its integration into the wider GumGum Group following acquisitions completed in 2021.

 

Revenue increased by 55% year-on-year, reflecting a combination of strong client retention, expansion with existing customers, and new business wins across key sectors. Demand for privacy-compliant contextual solutions continues to grow as advertisers shift away from third-party cookies and focus on attention-based measurement.

Operationally, the Company has invested in strengthening its UK team, improving internal processes, and enhancing its technology infrastructure to support scalable growth.

Objectives and strategies

GumGum’s mission is to help advertisers deliver effective and responsible advertising campaigns that capture consumer attention without reliance on personal data.

 

The Company’s medium-term objectives are to:

 

- Expand market share in the UK by strengthening agency and direct brand relationships.

- Drive innovation in contextual intelligence and attention measurement technology.

- Invest in people through training, career development, and a diverse, inclusive workplace.

- Maintain financial discipline by monitoring profitability and reinvesting for sustainable growth.

- Support ESG commitments, including reducing environmental impact from operations

Principal risks and uncertainties

The Board maintains a formal risk management process, reviewing principal risks regularly. The key risks identified for 2024 are:

 

People:

Success depends on attracting, developing, and retaining high-quality employees. GumGum mitigates this risk through structured talent development programmes, competitive remuneration, and initiatives to promote employee engagement and well-being.

 

Technology & Cybersecurity:

The delivery of services depends on reliable and secure infrastructure. The Company mitigates risk by using resilient, third-party hosted systems, regular penetration testing, and strict data security policies. Internal IT controls are subject to periodic audit and review.

 

Liquidity & Working Capital:

The Company monitors cash flow closely and has robust debtor management processes. Support from its US parent ensures sufficient liquidity to meet operational and growth needs.

 

Economic Conditions:

Advertising spend is influenced by economic cycles. The Company’s diverse customer base and flexible operating model help to mitigate the potential impact of market volatility.

 

 

 

GUMGUM UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Financial key performance indicators (KPI's)

Management monitors financial and operational performance using the following KPIs:

 

KPI

2024

2023

Commentary

Turnover

£38.0m

£24.5m

55% growth driven by strong demand and market expansion.

Gross Profit

£16.1m

£10.3m

Margin stable at 42%, reflecting investment in growth initiatives.

EBITDA

£1.28m

£1.48m

Slight decrease due to higher staff and infrastructure costs.

Pre-tax Profit

£1.0m

£1.4m

Reflects reinvestment to support future growth.

 

Future Developments

The directors expect continued growth in 2025, supported by investment in AI-driven contextual targeting solutions, attention measurement products, and expansion into new industry verticals. The Company will continue to focus on operational efficiency and profitability as it scales.

Section 172 Statement

The directors confirm that they have complied with their duty under Section 172 of the Companies Act 2006 to promote the success of the Company for the benefit of its members as a whole.

 

In doing so, they have had regard to:

 

Employees – Ongoing investment in employee training, well-being initiatives, and career progression.

 

Customers & Suppliers – Engagement with key customers and suppliers to build long-term partnerships.

 

Community & Environment – Review of initiatives to reduce the environmental footprint of operations and support sustainable growth.

 

Reputation & Governance – Continued focus on ethical business practices, data privacy, and compliance with relevant regulations.

 

Key decisions taken during the year included investment in headcount to strengthen delivery capabilities and review of the UK office strategy to support hybrid and flexible working arrangements.

 

GUMGUM UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Directors' statement of compliance with duty to promote the success of the Group

Statement on Section 172 of the Companies Act 2006. Section 172 of the Companies Act 2006 requires the directors to promote the success of the Company for the benefit of the members as a whole, having regard to the interests of stakeholders in their decision-making.

 

In making decisions, the directors consider what is most likely to promote the success of the Group for its shareholders in the long term, as well as the interests of the Group's stakeholders. Some key decisions which the directors made during the year in order to comply with their duty to promote the success of the Group included a review of the international office. The directors understand the importance of taking into account the views of stakeholders, such as suppliers, customers and their employees, and the impact of the Group's activities have on local communities, the environment, including climate change, and the Group's reputation.

 

The directors of GumGum UK, both individually and together, have acted in a way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2023.

This report was approved by the board and signed on its behalf.

Miss R Garrett
Mr R Van Der Colff
Director
Director
12 November 2025
12 November 2025
GUMGUM UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -

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 that of providing a platform to buy and sell digital advertising.

Results and dividends

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mr P A Schraeder
(Resigned 13 February 2025)
Mr P S Gildea
(Resigned 13 February 2025)
Miss R Garrett
Mr R Van Der Colff
(Appointed 13 February 2025)
Auditor

The auditor, Craufurd Hale Audit Services Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

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.

Directors' responsibility statement

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.

GUMGUM UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
On behalf of the board
Miss R Garrett
Mr R Van Der Colff
Director
Director
12 November 2025
12 November 2025
GUMGUM UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GUMGUM UK LIMITED
- 6 -
Opinion

We have audited the financial statements of GumGum UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, the balance sheet, the statement of cash flows 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:

GUMGUM UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GUMGUM UK LIMITED
- 7 -
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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

 

To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

- Enquiry of management and those charged with governance around actual and potential litigation and claims.

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations.

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Using analytical procedures to identify any unusual or unexpected relationships.

- Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business.

 

We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.

 

As required by auditing standards, and taking into account our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls, in particular the risk that management may be in a position to make inappropriate accounting entries.

 

We did not identify any additional fraud risks.

GUMGUM UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GUMGUM UK LIMITED
- 8 -

We performed procedures including identifying journal entries to test based on risk criteria and comparing identified entries to supporting documentation. These included those posted to unrelated accounts, those posted containing key words, and those posted to an account linked to a fraud risk.

 

Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations

 

We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our sector experience, and through discussions with the directors and other management (as required by auditing standards), and from inspection of the Company's regulatory and legal correspondence and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations.

 

We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.

 

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and tax legislation, and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

 

We did not identify any others where the consequences of non-compliance alone could have a material effect on amounts or disclosures in the financial statements.

 

Context of the ability of the audit to detect fraud or breaches of law or regulation

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it.

 

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

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.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.

Paul Fagan FCCA (Senior Statutory Auditor)
For and on behalf of Craufurd Hale Audit Services Limited
14 November 2025
Chartered Accountants
Statutory Auditor
Ground Floor
Arena Court
Crown Lane
MAIDENHEAD
SL6 8QZ
GUMGUM UK LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
38,035,725
24,503,478
Cost of sales
(21,956,839)
(14,230,039)
Gross profit
16,078,886
10,273,439
Administrative expenses
(15,316,949)
(10,939,172)
Other operating income
356,431
2,124,663
Operating profit
4
1,118,368
1,458,930
Interest receivable and similar income
8
16,067
15,330
Interest payable and similar expenses
9
(99,566)
(52,049)
Profit before taxation
1,034,869
1,422,211
Tax on profit
10
(208,762)
(435,107)
Profit for the financial year
826,107
987,104
Retained earnings brought forward
(3,507,986)
(4,495,090)
Retained earnings carried forward
(2,681,879)
(3,507,986)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

GUMGUM UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 10 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
11
1,407,328
38,145
Investments
12
1
1
1,407,329
38,146
Current assets
Debtors
14
12,763,989
13,273,118
Cash at bank and in hand
1,552,362
2,056,984
14,316,351
15,330,102
Creditors: amounts falling due within one year
15
(13,822,936)
(15,149,385)
Net current assets
493,415
180,717
Total assets less current liabilities
1,900,744
218,863
Creditors: amounts falling due after more than one year
16
(4,582,621)
(3,726,847)
Net liabilities
(2,681,877)
(3,507,984)
Capital and reserves
Called up share capital
19
2
2
Profit and loss reserves
(2,681,879)
(3,507,986)
Total equity
(2,681,877)
(3,507,984)

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 12 November 2025 and are signed on its behalf by:
Miss R Garrett
Mr R Van Der Colff
Director
Director
Company registration number 09922859 (England and Wales)
GUMGUM UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2023
2
(4,495,090)
(4,495,088)
Year ended 31 December 2023:
Profit and total comprehensive income
-
987,104
987,104
Balance at 31 December 2023
2
(3,507,986)
(3,507,984)
Year ended 31 December 2024:
Profit and total comprehensive income
-
826,107
826,107
Balance at 31 December 2024
2
(2,681,879)
(2,681,877)
GUMGUM UK LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
23
154,296
(892,400)
Interest paid
-
(52,049)
Net cash inflow/(outflow) from operating activities
154,296
(944,449)
Investing activities
Purchase of tangible fixed assets
(774,985)
(25,933)
Interest received
16,067
15,330
Net cash used in investing activities
(758,918)
(10,603)
Financing activities
Proceeds from borrowings
-
(138,702)
Lease incentive received
100,000
-
0
Net cash generated from/(used in) financing activities
100,000
(138,702)
Net decrease in cash and cash equivalents
(504,622)
(1,093,754)
Cash and cash equivalents at beginning of year
2,056,984
3,150,738
Cash and cash equivalents at end of year
1,552,362
2,056,984
GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
1
Accounting policies
Company information

GumGum UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is . The business address is C/O Craufurd Hale Group Ground Floor, Arena Court, Crown Lane, Maidenhead, United Kingdom, SL6 8QZ

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.

The company has taken advantage of the exemption under section 405 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Although these financial statements have been prepared in accordance with FRS 102, the company has elected, on a voluntary basis, to apply the recognition and measurement principles of IFRS 16 – Leases in relation to a specific right-of-use asset. This departure from the standard FRS 102 lease accounting treatment has been made in order to provide a more relevant and reliable presentation of the substance of the lease arrangement.

Under this approach, the leased asset has been capitalised as a right-of-use asset on the balance sheet and is being depreciated over the term of the lease. A corresponding lease liability has also been recognised. Interest on the lease liability and depreciation on the right-of-use asset have been charged to the profit and loss account in the current period. This voluntary departure is permitted under FRS 102 paragraph 10.4, which allows entities to apply the recognition and measurement requirements of IFRS Standards in the absence of a specific FRS 102 requirement or when such treatment results in more relevant and reliable information
1.2
Going concern

At the balance sheet date, the company has net current assets and net liabilities. The directors of the parent company, GumGum, Inc have confirmed that they will not seek repayment of the loan included within creditors: amounts falling due within one year (as disclosed in notes 15 and 16) until the company is in a position to make repayments. The directors of the parent company have also confirmed that the parent company has the ability and will continue to provide financial support to the company to ensure it can meet its liabilities as and when they fall due for at least 12 months from the date of the approval of the financial statements. true

 

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources and available funding from the parent company to continue in operational existence for the foreseeable future.

 

On the above basis the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
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. The fair value of consideration takes into account discounts.

 

The Company generates revenue primarily by delivering brand advertising impressions, including advertising impressions delivered via real-time bidding, and on a smaller scale, through performance based campaigns on third party websites. These revenues can be broken into the following categories:

 

Direct revenue

The Company enters into agreements with advertisers to deliver managed advertising campaigns at negotiated prices with certain performance requirements over a specified period of time. The Company sets the pricing and is responsible for performance delivery. The company invoices the advertisers in arrears at the end of each month for impressions filled in that month. Revenue from direct revenue is recognised once the performance obligations have been fulfilled.

 

Platform revenue

The Company generates revenue from transactions where it enables the purchase and sale of digital advertising inventory using real time bidding. The total volume of spending between buyers and sellers in these transactions is referred to as advertising spend. The company keeps a percentage of the total advertising spend, net of related platform fee, and remits the remainder to the seller of the advertising inventory. The Company recognises revenue upon fulfilment of its performance obligations which occurs at the point in time an advert renders and is counted as a paid impression.

1.4
Tangible fixed assets

Tangible fixed assets, including right-of-use assets arising from leases, are initially measured at cost and subsequently measured at cost, net of depreciation and impairment.

Depreciation is charged to profit or loss to write off the cost, less estimated residual value, over the asset’s expected useful life using the following methods:

Leasehold land and buildings
Over the remaining period of the lease
Computer equipment
3 years straight line
Right of Use Asset
shorter of the lease term and the asset's life

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term or the asset’s useful economic life.

 

Tangible fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Further details are set out in accounting policy 1.6 (Impairment of Fixed assets).

 

Further details on the recognition and measurement of right-of-use assets and lease liabilities are set out in accounting policy 1.13 (Leases).

 

The gain or loss on disposal of other tangible fixed assets is calculated as proceeds less the carrying amount and recognised in profit or loss. This treatment is applied consistently to all tangible fixed assets, including right-of-use assets, and is reflected in the profit or loss for the period.

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
1.5
Fixed asset investments

Interests in subsidiaries 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.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

As disclosed in note 12, the investment in the subsidiary company was been impaired to £1 in a prior period. The subsidiary company is dormant and has not traded in previous or current year.

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). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

1.7
Cash at bank and in hand

Cash at bank and in hand represents cash held with banks.

1.8
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.

Basic financial assets

Basic financial assets, which include debtors, bank balances and amount receivable from fellow group companies are measured at transaction price including transaction costs. Financial assets are classified as receivable within one year and 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.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. 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 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.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
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 creditors, and loans from fellow group companies, are initially recognised at transaction price. Financial liabilities 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 on the basis that payment is due within one year or less.

Derecognition of financial liabilities

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

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.

1.10
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.

1.11
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

1.12
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.13
Leases

As permitted by Section 393 of the Companies Act 2006, the directors have concluded that applying the lease accounting requirements of FRS 102 would not give a true and fair view due to the nature and significance of the company’s lease arrangements. Accordingly, the company has elected to apply the recognition and measurement principles of IFRS 16, Leases, while reporting under FRS 102.

 

Under IFRS 16, leases give rise to a right-of-use asset (presented under tangible fixed assets in the balance sheet), and a corresponding lease liability

 

Lease liability measurement

Lease liabilities are measured at the present value of future lease payments, discounted at the company’s incremental borrowing rate.

 

Subsequent lease accounting

Each lease payment is allocated between:

reduction of the lease liability, and

finance charges recognised using the effective interest method

 

Short-term or low-value leases

Short-term leases (less than 12 months) and leases of low-value assets are expensed on a straight-line basis over the lease term.

1.14
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.

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.

Impairment of fixed asset investment

As disclosed in note 12, the directors undertook an impairment review in 2021 on the fixed asset investment purchased in a prior period. In using their judgement they determined that the value of the shares purchased were impaired and the directors therefore reduced the value of the investment in the prior year to the nominal share value of £1.

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
2
Judgements and key sources of estimation uncertainty
(Continued)
- 18 -
Incremental Borrowing Rate (IBR)

The determination of the incremental borrowing rate (IBR) used to discount lease liabilities involves judgement and is considered a key source of estimation uncertainty. The rate applied reflects management’s assessment of the Group’s borrowing cost under current financing arrangements and market conditions.

 

Management has applied an IBR of 9%, consistent with the Group’s Citibank credit facility, as the most appropriate rate. Although the use of alternative assumptions could affect the measurement of right-of-use assets and lease liabilities, management does not consider such changes to give rise to a material risk of significant adjustment to the carrying amounts of these balances within the next financial year.

 

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Advertising
38,035,725
24,503,478
2024
2023
£
£
Turnover analysed by geographical market
UK
18,737,065
15,749,058
USA
18,708,767
8,327,275
Europe
448,719
343,875
Rest of the World
141,174
83,270
38,035,725
24,503,478
2024
2023
£
£
Other revenue
Interest income
16,067
15,330
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(127,435)
346,831
Depreciation of tangible fixed assets
173,611
24,282
Operating lease charges
288,515
335,348
GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
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
23,750
13,750
For other services
Other taxation services
7,535
725
All other non-audit services
3,016
2,500
10,551
3,225
6
Employees

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

2024
2023
Number
Number
Sales and Operations
70
68
Administrative
3
2
Executive
4
4
Total
77
74

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
6,730,543
6,854,227
Social security costs
938,938
997,168
Pension costs
192,656
177,245
7,862,137
8,028,640
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
152,895
141,556
Company pension contributions to defined contribution schemes
-
826
152,895
142,382

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Directors' remuneration
(Continued)
- 20 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
152,895
142,382
8
Interest receivable and similar income
2024
2023
£
£
Interest income
Other interest income
16,067
15,330
9
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost
Interest on bank overdrafts and loans
27
-
Interest payable to group undertakings
52,941
52,049
Other interest on financial liabilities
46,598
-
0
99,566
52,049
10
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
208,762
435,107
GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Taxation
(Continued)
- 21 -

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
1,034,869
1,422,211
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
258,717
334,512
Tax effect of expenses that are not deductible in determining taxable profit
151,480
100,983
Permanent capital allowances in excess of depreciation
(130,725)
(388)
Depreciation on assets not qualifying for tax allowances
(16,540)
-
0
Current year under provision
(54,170)
-
0
Taxation charge for the year
208,762
435,107
11
Tangible fixed assets
Leasehold land and buildings
Computer equipment
Right of Use Asset
Total
£
£
£
£
Cost
At 1 January 2024
10,881
151,413
-
0
162,294
Additions
759,976
15,009
767,809
1,542,794
Disposals
-
0
(2,075)
-
0
(2,075)
At 31 December 2024
770,857
164,347
767,809
1,703,013
Depreciation and impairment
At 1 January 2024
-
0
124,149
-
0
124,149
Depreciation charged in the year
85,651
21,797
66,163
173,611
Eliminated in respect of disposals
-
0
(2,075)
-
0
(2,075)
At 31 December 2024
85,651
143,871
66,163
295,685
Carrying amount
At 31 December 2024
685,206
20,476
701,646
1,407,328
At 31 December 2023
10,881
27,264
-
0
38,145
12
Fixed asset investments
2024
2023
£
£
Investments in subsidiaries
13
1
1
1
1
GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
JUSTPREMIUM LIMITED
The Corner Building, Farringdon Road, London, England, EC1M 3LN
Ordinary
100.00

JUSTPREMIUM Limited was dormant in the year and did not trade.

14
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
8,073,969
10,450,611
Amounts owed by group undertakings
4,410,745
2,643,424
Other debtors
103,774
97,000
Prepayments and accrued income
175,501
82,083
12,763,989
13,273,118
15
Creditors: amounts falling due within one year
2024
2023
£
£
Obligations under finance leases
17
165,091
-
0
Trade creditors
7,009,363
5,376,003
Amounts owed to group undertakings
389,751
5,348,256
Corporation tax
642,731
489,968
Other taxation and social security
511,408
558,431
Deferred income
34,778
-
0
Other creditors
53,149
84,977
Accruals
5,016,665
3,291,750
13,822,936
15,149,385
16
Creditors: amounts falling due after more than one year
2024
2023
£
£
Obligations under finance leases
17
749,316
-
0
Other group borrowings
3,833,305
3,726,847
4,582,621
3,726,847

There are no formal repayment terms in place in respect of the parent company loan. The parent company have confirmed that they do not seek repayment within 12 months of the balance sheet date.

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
17
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
165,091
-
0
In two to five years
749,316
-
0
914,407
-
0

Finance lease payments represent rentals payable by the company for a right-of-use asset relating to a property. The lease term is for a period of 63 months, and the liability has been measured using a discount rate of 9% per annum. All leases are on a fixed repayment basis, and the Company has not entered into any arrangements involving contingent rental payments or variable lease terms linked to performance or usage.

During the year, interest expense of £46,598 was recognised in relation to the finance lease. In addition, depreciation of £66,163 was charged on the leased asset over the term of the lease.

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
192,656
177,245

The company contributes to 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.

19
Share capital
2024
2023
£
£
Ordinary share capital
Issued and fully paid
2 Ordinary shares of £1 each
2
2
20
Financial commitments, guarantees and contingent liabilities

HSBC Innovation Banking (HSBC) hold a fixed charge over the accounts to which they relate. There are three security interests in favour of HSBC, with a fixed charge, containing a negative pledge.

 

One charge containing a fixed charge was satisfied during the year, leaving two outstanding at the year end.

GUMGUM UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
21
Related party transactions
Remuneration of key management personnel

Key management personnel are regarded as the director of accounting and general manager for Europe, the Middle East, and Africa (EMEA) . The gross remuneration of key management personnel is as follows:

2024
2023
£
£
Aggregate compensation
442,504
403,403
Other information

The company has taken advantage of the exemption in FRS 102 Section 33.1A from the requirement to disclose transactions with wholly owned group companies. The balances with other wholly owned group companies have been disclosed in aggregate in notes 13, 14 and 15.

 

22
Ultimate controlling party

GumGum UK Limited is a wholly-owned subsidiary of GumGum, Inc, a company registered in the USA. GumGum, Inc are located at 1314 7th Street, Santa Monica CA 90401, USA. Group accounts are not publicly available.

23
Cash generated from/(absorbed by) operations
2024
2023
£
£
Profit for the year after tax
826,107
987,104
Adjustments for:
Taxation charged
208,762
435,107
Finance costs
99,566
52,049
Investment income
-
(15,330)
Depreciation and impairment of tangible fixed assets
173,611
24,282
Operating lease charges
(125,033)
-
Movements in working capital:
Decrease/(increase) in debtors
509,129
(3,786,128)
(Decrease)/increase in creditors
(1,679,082)
1,410,516
Increase in creditors > 1 year
106,458
Increase in deferred income
34,778
-
Cash generated from/(absorbed by) operations
154,296
(892,400)
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