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Registered number: 09632327 (England and Wales) CONTROL VS EXPOSED UK LIMITED DIRECTORS' REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
CONTROL VS EXPOSED UK LIMITED
COMPANY INFORMATION
Directors | D B Wolk
| P A Frampton-Calero
Registered number | 09632327
Registered office | Birchin Court
| 5th Floor
| 19-25 Birchin Lane
| London
| United Kingdom
| EC3V 9DU
Independent auditors | ZEDRA Audit & Assurance (UK) Limited
CONTROL VS EXPOSED UK LIMITED
CONTENTS
| Page
Balance Sheet | 1
Statement of Changes in Equity | 2
Notes to the Financial Statements | 3 - 7
CONTROL VS EXPOSED UK LIMITED REGISTERED NUMBER:09632327
BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 5 | 1,555,184 |  | 1,815,028 |
Cash at bank and in hand |  | 522,881 |  | 3,013,666 |
|  | 2,078,065 |  | 4,828,694 |
Creditors: amounts falling due within one year | 6 | (2,755,115) |  | (5,884,457) |
Net current liabilities |  |  | (677,050) |  | (1,055,763)
Total assets less current liabilities |  |  | (677,050) |  | (1,055,763)
Net liabilities |  |  | (677,050) |  | (1,055,763)
Capital and reserves |  |  |  |  |
Called up share capital | 7 |  | 1 |  | 1
Other reserves | 8 |  | 5,123,319 |  | 5,123,319
Profit and loss account |  |  | (5,800,370) |  | (6,179,083)
|  |  | (677,050) |  | (1,055,763)
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities. The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime. The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
D B Wolk
Director
Date: 5 May 2026
The notes on pages 3 to 7 form part of these financial statements. Page 1
CONTROL VS EXPOSED UK LIMITED
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2024
| Called up share capital | Capital contribution reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 January 2023 | 1 | 5,123,319 | (4,550,462) | 572,858
Loss for the year | - | - | (1,628,621) | (1,628,621)
At 1 January 2024 | 1 | 5,123,319 | (6,179,083) | (1,055,763)
Profit for the year | - | - | 378,713 | 378,713
At 31 December 2024 | 1 | 5,123,319 | (5,800,370) | (677,050)
Page 2
CONTROL VS EXPOSED UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies
| 1.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view. The following principal accounting policies have been applied:
| 1.2 | Going concern
The Company has received written confirmation from its parent company, MCH Holding, Inc., that it will continue to provide financial support for a period of at least 12 months from the date of signing these financial statements. In assessing the Company's ability to continue as a going concern, the directors have considered the availability of financing from the parent company’s consolidated position and the budgeted cash requirements of the Company. The directors have also determined that the Company is expected to become profitable from normal operations and as such the reliance placed on associated companies for support will be reduced. From this assessment, the directors are confident the Company will continue to be able to meet its obligations and liabilities as they fall due for the next 12 months from signing these financial statements and as such have prepared them on a going concern basis.
| 1.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. Page 3
CONTROL VS EXPOSED UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies (continued)
| 1.4 | Turnover
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised: Rendering of services Turnover 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 turnover 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. Turnover is recognised on a fixed fee (media management and consulting services) or usage fee (media, social and data strategy services) basis. Fixed fees for each relevant service are agreed with the customer with an initial contract. Usage fees are also agreed with the customer with an initial contract, but as an estimation based on the number of 'impressions' or 'delivered units' that the Company plan on delivering. Actual fees may deviate from these estimations as a result of fluctuating unit prices. Both fixed fee and usage fee revenue is recognised once the service has been provided or the usage has occurred, and is billed in arrears.
| 1.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
| 1.6 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.
| 1.7 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand. Page 4
CONTROL VS EXPOSED UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 1.Accounting policies (continued)
| 1.8 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash held on deposit by service providers is included within bank and cash balances, as these amounts are highly liquid and repayable without penalty on notice of not more than 24 hours.
| 1.9 | Creditors
Short-term creditors are measured at the transaction price. Amounts owed to group undertakings are intercompany loans measured at cost. These loans are unsecured, interest free and repayable on demand.
| 1.10 | Cross-charged salaries
A percentage of Goodway Group, Inc.'s employees' salaries are cross charged based upon the proportion of their time spent in relation to supporting the Company's business operations. These are charged to the profit and loss account in the period in which the salary costs are incurred.
2. | Auditors' information
The auditors' report on the financial statements for the year ended 31 December 2024 was unqualified. The audit report was signed on 6 May 2026 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
At the reporting date the Company has unused tax losses of £5,726,805. Since the Company has only been profitable for one financial year, the directors have determined that it would not be appropriate to recognise a deferred tax asset at this stage. This is a significant judgement based on the uncertainty around the Company's future profitability and is a prudent approach so as not to overstate any assets. This judgement may have a material impact on these financial statements.
4. | Employees
| The average monthly number of employees, including directors, during the year was 13 (2023 - 17).
Page 5
CONTROL VS EXPOSED UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 1,497,019 | 1,722,727
| Amounts owed by group undertakings | 374 | 54,709
| Other debtors | 57,791 | 27,837
| Prepayments and accrued income | - | 9,755
|  | 1,555,184 | 1,815,028
6. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade creditors | 83,068 | 53,865
| Amounts owed to group undertakings | 2,078,465 | 5,099,773
| Other taxation and social security | 35,990 | 273,529
| Other creditors | 6,981 | 15,116
| Accruals and deferred income | 550,611 | 442,174
|  | 2,755,115 | 5,884,457
7. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and partly paid |  |
|  | 1 (2023 - 1) Ordinary share of £1.00 | 1 | 1
8. | Reserves
Capital contribution reserve The capital contribution reserve represents amounts contributed to the Company by Goodway Group, Inc. This amount is not considered to be repayable and therefore is considered to be a capital contribution. Page 6
CONTROL VS EXPOSED UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
9. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than one year | - | 2,778
|  | - | 2,778
10. | Controlling party
MCH Holding, Inc. is the parent of the smallest group for which consolidated financial statements are drawn up of which the Company is a member. The registered office of the company is 22B Park Ave S., Suite 81524, New York, NY 10003-1502.
11. | Post balance sheet events
There were no adjusting or non-adjusting events occurring between the end of the reporting period and the date these financial statements were approved.
Page 7