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Registered number: 14749195 (England and Wales)
ADMARKETPLACE UK LIMITED
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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COMPANY INFORMATION
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5th Floor
19-25 Birchin Lane
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ZEDRA Audit & Assurance (UK) Limited
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CONTENTS
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Statement of Changes in Equity
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Notes to the Financial Statements
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ADMARKETPLACE UK LIMITED
REGISTERED NUMBER:14749195
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BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Capital contribution reserve
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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:
The notes on pages 3 to 7 form part of these financial statements.
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STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Capital contribution reserve
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Share based payment expense
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Share based payment expense
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies
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Basis of preparation of financial statements
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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:
At 31 December 2025, the Company was in a net asset position. The Company has received written confirmation from its ultimate parent company, adMarketplace Inc., that it will continue to provide financial support to the Company for a period of 12 months from the date of approving 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 ultimate parent company, through a review of the ultimate parent company's financial position and the budgeted cash requirements of the Company.
The directors are confident that the Company will continue to be able to meet its obligations as liabilities fall due. For these reasons, the directors continue to prepare the financial statements on a going concern basis.
Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Rendering of services
Turnover is recognised on a cost plus 5% basis, in line with the intercompany service agreement with the parent company. Intercompany turnover is recognised 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 intercompany service agreement; and
∙the costs incurred under the intercompany service agreement can be measured reliably.
Interest income is recognised in profit or loss using the effective interest method.
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Operating Leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight line basis over the lease term.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
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.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Short term debtors are measured at transaction price, less any impairment. Amounts owed by group undertakings are intercompany balances measured at cost. No interest is charged on the loans, which are repayable on demand.
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Cash and cash equivalents
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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.
Short term creditors are measured at the transaction price.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
1.Accounting policies (continued)
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the Statement of Comprehensive Income over the vesting period. Non market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each Balance Sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or both of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to Statement of Comprehensive Income over the remaining vesting period.
The auditors' report on the financial statements for the year ended 31 December 2025 was unqualified.
The audit report was signed on 17 August 2026 by Edward Wallis ACA (Senior Statutory Auditor) on behalf of ZEDRA Audit & Assurance (UK) Limited.
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The average monthly number of employees during the year was 23 (2024 - 13).
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Amounts owed by group undertakings
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Prepayments and accrued income
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Creditors: Amounts falling due within one year
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Allotted, called up and fully paid
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1 (2024 - 1) Ordinary share of £1.00
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Share option reserve
The share option reserve represents accumulated share based payment expenses.
Certain employees of the Company along with other group employees have been granted options over the shares in adMarketplace Inc. The options are granted at an independently determined fair value and the expense is recognised evenly over the vesting period with a corresponding amount being recognised in the share option reserve.
Capital contribution reserve
During the year, a capital contribution of £534,028 was made to the Company by its parent company, adMarketplace Inc. This amount is not considered to be repayable and therefore is considered to be a capital contribution.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Commitments under operating leases
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At 31 December 2025 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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adMarketplace 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 parent company is 3500 South Dupont Highway, Kent County, Delaware 19904.
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Post balance sheet events
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There were no adjusting or non-adjusting events occurring between the end of the reporting period and
the date these financial statements were approved.
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