Company registration number 11375783 (England and Wales)
BDG MEDIA UK, LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
BDG MEDIA UK, LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
BDG MEDIA UK, LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
4
-
0
575
Current assets
Trade and other receivables
5
16,179
157,983
Cash and cash equivalents
125,908
50,435
142,087
208,418
Current liabilities
6
(3,011,958)
(2,864,583)
Net current liabilities
(2,869,871)
(2,656,165)
Net liabilities
(2,869,871)
(2,655,590)
Equity
Called up share capital
10
1
1
Retained earnings
(2,869,872)
(2,655,591)
Total equity
(2,869,871)
(2,655,590)

The notes on pages 2 to 8 form part of these financial statements.

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The director of the company has elected not to include a copy of the income statement within the financial statements.true

The financial statements were approved and signed by the director and authorised for issue on 14 May 2026
Mr Bryan Goldberg
Director
Company registration number 11375783 (England and Wales)
BDG MEDIA UK, LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information

BDG Media UK, Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, One London Wall, London, United Kingdom, EC2Y 5EB.

1.1
Basis of preparation

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 as applicable to companies subject to the small companies regime. 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 financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

1.2
Going concern

The accounts have been prepared on a going concern basis on the assumption that the parent undertaking will make adequate funds available to the Company, should they be required, in order to meet its liabilities as and when they fall due. A letter of support has been provided from the parent company confirming this support will continue for 12 months from the approval of these financial statements; including, but not limited to, confirmation that the intercompany loan will not be recalled.

In making his assessment of the going concern assumption, the director has considered the ability and intent of the parent undertaking to support the Company for the next 12 months following the approval of the financial statements. This assessment included a review of the parent company's available cash facilities and cashflow forecasts for the next 12 months, from the approval of these financial statements. In most forecasted scenarios, the parent has the resources to support the Company. However, the parent has and continues to face risks and material uncertainties that have raised significant doubt about the parent's ability to continue as a going concern for the next 12 months from the date of approval of these financial statements. These challenges include a challenging macroeconomic environment that has impacted the Group's revenue and therefore its ability to Support the Company.

This material uncertainty may cast significant doubt on the Group's ability to be able to generate significant cash flows to continue as a going concern and provide the Company support. These events and conditions cast significant doubt on the company’s ability to continue as a going concern. The Company may therefore be unable to realize its assets and discharge its liabilities in the normal course of business.

However, the director believes his assumptions are valid and are satisfied that it remains appropriate to prepare the financial statements on a going concern basis.

BDG MEDIA UK, LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.3
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.

Direct Revenue

The Company sells digital advertising to customers directly and through agencies via its salesforce. The price for digital advertising is determined by an agreed upon measure of cost per one thousand impressions (CPM). Performance obligations for direct digital advertising revenues are fulfilled when the specified number of impressions are delivered on its digital properties over the contractual agreement time frame.

Affiliate Revenue

The Company generates affiliate advertising revenue by providing third-party hyperlinks on products mentioned in articles. These hyperlinks enable a customer to purchase the product directly from the advertiser's website. Affiliate revenue is recognised when a consumer purchases a product from the advertiser and is reported on a net basis.

1.4
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Cash and cash equivalents

Cash is represented by cash in hand and deposits withe 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.

1.6
Financial instruments

The C ompany 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 C ompany'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 receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

BDG MEDIA UK, LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
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 trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. A m ounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.7
Retirement benefits

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

1.8
Foreign exchange

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 the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of Comprehensive Income within 'other operating oncome'.

1.9

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.

BDG MEDIA UK, LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
1.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transactions costs, and are measured subsequently at amortised cost using the effective interest method.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the director is 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 heightened risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Recoverability of receivables

The recoverability of the receivables is determined by the Company. Management monitors the circumstances relating to the payments due from third parties, together with the recoverability of the amounts due. Any indication of non-recoverability and change in fair value is adjusted for accordingly.

3
Employees

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

2024
2023
Number
Number
Total
3
5
BDG MEDIA UK, LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
4
Property, plant and equipment
Computers
£
Cost
At 1 January 2024
19,041
Disposals
(19,041)
At 31 December 2024
-
0
Depreciation and impairment
At 1 January 2024
18,466
Eliminated in respect of disposals
(18,466)
At 31 December 2024
-
0
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
575
5
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
-
0
104,282
Other receivables
16,179
53,701
16,179
157,983

An allowance for doubtful debts of £nil (2023: £41,675) was recognised against trade debtors.

6
Current liabilities
2024
2023
£
£
Trade payables
2,935
2,063
Amounts owed to group undertakings
2,986,283
2,783,842
Taxation and social security
87
-
0
Other payables
22,653
78,678
3,011,958
2,864,583

The amount due to parent undertaking is repayable on demand and has no interest accruing.

BDG MEDIA UK, LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
7
Deferred tax

The Company has unutilised trade losses in excess of £2.8m at the end of the period, but no deferred tax asset has been recognised in respect of these due to remaining uncertainty over future taxable profits as at the reporting date.

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report in unqualified
Material uncertainty related to going concern
We draw attention to the going concern note in the accounting policies section, which indicates that the company is reliant on the parent company to support. The parent continues to face risk and material uncertainties that have raised significant doubt about the parent's ability to continue as a going concern for the next 12 months from the date of approval of these financial statements and therefore its ability to support the company. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Senior Statutory Auditor:
Ross Preston CA (Senior Statutory Auditor)
Statutory Auditor:
Sedulo Audit Limited
Date of audit report:
15 May 2026
9
Related party transactions

The Company has taken advantage of the exemption, under the terms of FRS 102 Paragraph 33.1A, not to disclose related party transactions with wholly owned subsidiaries within the group.

10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
of 1p each
100
100
1
1

There is a single class of ordinary shares. There are no restrictions on dividends and the repayment of capital.

BDG MEDIA UK, LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
11
Controlling party

The immediate and ultimate controlling party is BDG Media Inc., a company incorporated in the United States of America at 315 Park Ave S FL 12 New York, NY, 10010-3625 and owns 100% of the issued share capital of the Company. The financial statements of the ultimate parent are not required to be filed in the United States of America and are therefore not available for public inspection.

The director is of the opinion that there is no controlling party of BDG Media Inc., due to the number of different shareholders and no one shareholder having an individual majority.

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