ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

FREEWHEEL ADVERTISERS LIMITED - Company Information

Caseware UK (AP4) 2022.0.179 2022.0.179 2022-12-312022-12-31truetruetruetruetruetrue512022-01-01false50truefalse 03910501 2022-01-01 2022-12-31 03910501 2021-01-01 2021-12-31 03910501 2022-12-31 03910501 2021-12-31 03910501 2021-01-01 03910501 1 2022-01-01 2022-12-31 03910501 d:CompanySecretary1 2022-01-01 2022-12-31 03910501 d:Director4 2022-01-01 2022-12-31 03910501 d:Director5 2022-01-01 2022-12-31 03910501 d:RegisteredOffice 2022-01-01 2022-12-31 03910501 c:ComputerEquipment 2022-01-01 2022-12-31 03910501 c:ComputerEquipment 2022-12-31 03910501 c:ComputerEquipment 2021-12-31 03910501 c:ComputerEquipment c:OwnedOrFreeholdAssets 2022-01-01 2022-12-31 03910501 c:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-01-01 2022-12-31 03910501 c:DevelopmentCostsCapitalisedDevelopmentExpenditure 2022-12-31 03910501 c:DevelopmentCostsCapitalisedDevelopmentExpenditure 2021-12-31 03910501 c:ComputerSoftware 2022-01-01 2022-12-31 03910501 c:ComputerSoftware 2022-12-31 03910501 c:ComputerSoftware 2021-12-31 03910501 c:CurrentFinancialInstruments 2022-12-31 03910501 c:CurrentFinancialInstruments 2021-12-31 03910501 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 03910501 c:CurrentFinancialInstruments c:WithinOneYear 2021-12-31 03910501 c:ReportableOperatingSegment1 2022-01-01 2022-12-31 03910501 c:ReportableOperatingSegment1 2021-01-01 2021-12-31 03910501 c:ReportableOperatingSegment2 2022-01-01 2022-12-31 03910501 c:ReportableOperatingSegment2 2021-01-01 2021-12-31 03910501 c:ReportableOperatingSegment3 2022-01-01 2022-12-31 03910501 c:ReportableOperatingSegment3 2021-01-01 2021-12-31 03910501 e:UnitedKingdom 2022-01-01 2022-12-31 03910501 e:UnitedKingdom 2021-01-01 2021-12-31 03910501 e:RestEuropeOutsideUK 2022-01-01 2022-12-31 03910501 e:RestEuropeOutsideUK 2021-01-01 2021-12-31 03910501 e:RestWorldOutsideUK 2022-01-01 2022-12-31 03910501 e:RestWorldOutsideUK 2021-01-01 2021-12-31 03910501 c:UKTax 2022-01-01 2022-12-31 03910501 c:UKTax 2021-01-01 2021-12-31 03910501 c:ForeignTax 2022-01-01 2022-12-31 03910501 c:ForeignTax 2021-01-01 2021-12-31 03910501 c:ShareCapital 2022-01-01 2022-12-31 03910501 c:ShareCapital 2022-12-31 03910501 c:ShareCapital 2021-01-01 2021-12-31 03910501 c:ShareCapital 2021-12-31 03910501 c:ShareCapital 2021-01-01 03910501 c:SharePremium 2022-01-01 2022-12-31 03910501 c:SharePremium 2022-12-31 03910501 c:SharePremium 2021-01-01 2021-12-31 03910501 c:SharePremium 2021-12-31 03910501 c:SharePremium 2021-01-01 03910501 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 03910501 c:RetainedEarningsAccumulatedLosses 2022-12-31 03910501 c:RetainedEarningsAccumulatedLosses 2021-01-01 2021-12-31 03910501 c:RetainedEarningsAccumulatedLosses 2021-12-31 03910501 c:RetainedEarningsAccumulatedLosses 2021-01-01 03910501 d:OrdinaryShareClass1 2022-01-01 2022-12-31 03910501 d:OrdinaryShareClass1 2022-12-31 03910501 d:OrdinaryShareClass1 2021-12-31 03910501 d:FRS102 2022-01-01 2022-12-31 03910501 d:Audited 2022-01-01 2022-12-31 03910501 d:FullAccounts 2022-01-01 2022-12-31 03910501 d:PrivateLimitedCompanyLtd 2022-01-01 2022-12-31 03910501 c:AcceleratedTaxDepreciationDeferredTax 2022-12-31 03910501 c:AcceleratedTaxDepreciationDeferredTax 2021-12-31 03910501 c:TaxLossesCarry-forwardsDeferredTax 2022-12-31 03910501 c:TaxLossesCarry-forwardsDeferredTax 2021-12-31 03910501 c:DevelopmentCostsCapitalisedDevelopmentExpenditure c:OwnedIntangibleAssets 2022-01-01 2022-12-31 03910501 c:ComputerSoftware c:OwnedIntangibleAssets 2022-01-01 2022-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 03910501 (England and Wales)

FREEWHEEL ADVERTISERS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022


FREEWHEEL ADVERTISERS LIMITED

COMPANY INFORMATION

Directors	T S D Bremond
	S J Childs


Company secretary	Corporation Service Company (UK) Limited


Registered number	03910501


Registered office	C/O Corporation Service Company (Uk) Limited
	5 Churchill Place
	10th Floor
	London
	United Kingdom
	E14 5HU


Independent auditors	ZEDRA Corporate Reporting Services (UK) Limited


FREEWHEEL ADVERTISERS LIMITED

CONTENTS

	Page
Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Statement of Comprehensive Income	9
Balance Sheet	10
Statement of Changes in Equity	11
Notes to the Financial Statements	12 - 24


FREEWHEEL ADVERTISERS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their Strategic Report on FreeWheel Advertisers Limited (the "Company") for the year ended 31 December 2022.

Business review

Freewheel Advertisers Limited supports the Freewheel Advertisers organization (the "Group") in providing a fully integrated, single-platform campaign management software solution that helps media agencies and ad-holding companies plan, buy and execute their multi-media advertising campaigns and group media investment.
The Group’s mission has always been to develop industry leading technology that makes advertising and media management more efficient, accurate and effective. Our employees have played a major role in growing the business to create and deliver best-in-class products and services, and as the industry continues to evolve and expand, the group has continued to drive innovation through research and development in our sector and build on opportunities to change, strengthen and position the business for future success.
In the year to December 2022, turnover decreased to £8.2 million (a year over year decrease of 12%) which was driven by a reduction in R&D staff headcount which resulted in a reduction in recharges on our Intercompany revenue line. As a result of a number of micro and macro economic factors during the year the Group made the strategic decision to refocus development efforts of the US owned OneStrata product. For now the Group will globally shift towards the US market and away from APAC. As a result the Company recognized a significant bad debt expense in APAC. The Company still generated a profit of £940k driven by our internal service agreements with the US and so any impact to going concern has been mitigated by these agreements and our ongoing support of the OneStrata product.

Principal risks and uncertainties

Given the Group’s focus more on supporting the US market segment, the principal risks of the Company are linked to the performance of the US’s major clients and to risks in the wider advertising industry.
Competitive advertising platforms, the decline in traditional print media and, foreign exchange movements could all impact the Company's future financial performance. Alignment with Strata offers financial support and mitigation against short term risk but also governance and management review of key business risks through established corporate processes (e.g. monthly variance analysis against budget).

Macro-economic factor risks to trading through localised price inflation and stagflation in some economies in 2023 are being closely monitored by senior management, but at this time we do not predict that FreeWheel Advertisers Limited will be majorly impacted over the next 12 months given the priority of developing the OneStrata product for the US market.

Page 1


FREEWHEEL ADVERTISERS LIMITED

STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Financial key performance indicators

The financial KPls are linked to the delivery of the OneStrata product. The Product Roadmap is agreed and reviewed against strategic alignment with the operating plan and corresponding objectives. Key results and delivery is monitored and reviewed after regular sprint cycles at the end of a quarter.
The success and continuation of the company is not impacted by any changes management make to the distribution of the OneStrata product in the US as we are fully funded by our US parent company under internal group service agreements.

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

S J Childs

Director

Date: 22 September 2023

Page 2


FREEWHEEL ADVERTISERS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the year ended 31 December 2022. In accordance with s414c(II) of the Companies Act 2006, certain information that is required to be included in the Directors' Report has been otherwise included in the Strategic Report.

Principal activity

The principal activity of the Company is that of media and communication specialists.

Directors

The directors who served during the year were:

T S D Bremond

S J Childs

Results and dividends

The profit for the year, after taxation, amounted to £940,348 (2021 - £1,355,572).

No dividends were paid or payable for the year ended 31 December 2022 (2021 - £NIL).

Future developments

Future developments are tied to the performance of the One Strata product, which the Company is committed to build on in the APAC market.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to 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.

Page 3

FREEWHEEL ADVERTISERS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2022

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

See note 19.

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

S J Childs

Director

Date: 22 September 2023

Page 4


FREEWHEEL ADVERTISERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEWHEEL ADVERTISERS LIMITED

Opinion

We have audited the financial statements of FreeWheel Advertisers Limited (the 'Company') for the year ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of 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:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its profit for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

∙have been prepared in accordance with the requirements of the Companies Act 2006.

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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.

Page 5

FREEWHEEL ADVERTISERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEWHEEL ADVERTISERS LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Opinion 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

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:

∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

∙the financial statements are not in agreement with the accounting records and returns; or

∙certain disclosures of directors' remuneration specified by law are not made; or

∙we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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.

Page 6

FREEWHEEL ADVERTISERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEWHEEL ADVERTISERS LIMITED (CONTINUED)

Auditors' 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 Auditors' 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

∙the responsible individual ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

∙we identified the laws and regulations applicable to the Company through discussions with directors and other management, and from our commercial knowledge and experience of the specific sector;

∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

∙performed analytical procedures to identify any unusual or unexpected relationships;

∙tested journal entries to identify unusual transactions;

∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

∙investigated the rationale behind significant or unusual transactions.

We identified that fraud risk in relation to revenue recognition is a significant risk in line with ISA 240 and designed and implemented appropriate audit procedures in this area. Audit procedures include but were not limited to substantive testing from customer contracts, reconciling revenue in total to a customer contract, reviewing the bank for large or unusual transactions external to the normal customer base and performing appropriate year end cut off testing.

Page 7

FREEWHEEL ADVERTISERS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FREEWHEEL ADVERTISERS LIMITED (CONTINUED)

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

∙agreeing financial statement disclosures to underlying supporting documentation;

∙reading the minutes of meetings of those charged with governance;

∙enquiring of management as to actual and potential litigation and claims; and

∙reviewing correspondence with HMRC and the Company’s legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

This report is made solely to the Company's members, as a body, 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 members those matters we are required to state to them in an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.

Dominic King ACA (Senior Statutory Auditor)

for and on behalf of

ZEDRA Corporate Reporting Services (UK) Limited

Chartered Accountants and Statutory Auditors
New Penderel House

4th Floor

283 - 288 High Holborn

London

United Kingdom

WC1V 7HP

22 September 2023

Page 8


FREEWHEEL ADVERTISERS LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2022

	2022	2021
Note	£	£


Turnover	4	8,164,485	9,298,051
Gross profit		8,164,485	9,298,051
Administrative expenses		(7,208,081)	(8,075,798)
Other operating income	5	88,460	-
Operating profit	6	1,044,864	1,222,253
Interest receivable and similar income	9	98,244	40
Interest payable and similar expenses		(3,650)	-
Profit before tax		1,139,458	1,222,293
Tax on profit	10	(199,110)	133,279
Profit for the financial year		940,348	1,355,572

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 12 to 24 form part of these financial statements.

Page 9


FREEWHEEL ADVERTISERS LIMITED REGISTERED NUMBER:03910501

BALANCE SHEET

AS AT 31 DECEMBER 2022


	2022	2021
Note	£	£

Fixed assets
Intangible assets	11		89,762		160,132
Tangible assets	12		144,229		161,371
			233,991		321,503
Current assets
Debtors: amounts falling due within one year	13	8,749,438		10,583,780
Bank and cash balances		1,715		1,715
		8,751,153		10,585,495
Creditors: amounts falling due within one year	14	(1,494,778)		(4,356,980)
Net current assets			7,256,375		6,228,515
Total assets less current liabilities			7,490,366		6,550,018

Net assets			7,490,366		6,550,018

Capital and reserves
Called up share capital	16	13,873,837	13,873,837
Share premium account	17	1,170,901	1,170,901
Profit and loss account	17	(7,554,372)	(8,494,720)
		7,490,366	6,550,018

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

S J Childs

Director

Date: 22 September 2023

The notes on pages 12 to 24 form part of these financial statements.

Page 10


FREEWHEEL ADVERTISERS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2021	13,873,837	1,170,901	(9,850,292)	5,194,446
Comprehensive income for the year
Profit for the year	-	-	1,355,572	1,355,572
Total comprehensive income for the year	-	-	1,355,572	1,355,572

At 1 January 2022	13,873,837	1,170,901	(8,494,720)	6,550,018
Comprehensive income for the year
Profit for the year	-	-	940,348	940,348
Total comprehensive income for the year	-	-	940,348	940,348
At 31 December 2022	13,873,837	1,170,901	(7,554,372)	7,490,366

Page 11


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

1.	General information

FreeWheel Advertisers Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The registered office is C/O Corporation Service Company (Uk) Limited, 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.
The nature of the Company's operations and its principal activities are set out in the Directors' Report on page 3.

2.Accounting policies

2.1

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

2.2

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;

∙the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Comcast Corporation as at 31 December 2022 and these financial statements may be obtained from https://www.cmcsa.com /financials.

Page 12


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.3

Going concern

The Company's net asset position of £7,490,366 (2021: £6,550,018) has increased significantly compared to the prior year, primarily due to continuing to generate operating profit which is generating positive underlying working capital in the business.
Though profit making this year, the Company remains partially reliant on intercompany funding and Comcast Corporation have provided written confirmation that it will continue to provide financial support to the Company for a period of 12 months from the date of signing these financial statements. For this reason, the directors continue to adopt the going concern basis in preparing these financial statements.

2.4

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 13


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.5

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.

Intercompany turnover comprises the consideration receivable in connection with the provision of services to the parent company. Royalty income is derived from an Intellectual Property License granted to the parent company.

2.6

Other operating income

Other operating income represents a contribution from the parent company towards costs incurred by the Company and is recognised in line with the distribution agreement in place.

2.7

Interest receivable and similar income

Interest receivable and similar income is recognised in profit or loss using the effective interest rate method.

2.8

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.

2.9

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.

Page 14


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.10

Share based payments

Certain employees of the Company are entitled to participate in the group Phantom Equity Program, a cash-settled scheme based on the share price of Comcast Corporation.
Phantom Stock Units are granted to employees and are subject to vesting conditions, including the continued active service of the employee.
An expense equivalent to the fair value of the outstanding units is recognised evenly in accordance with the vesting conditions and charged to wages and salaries in the Statement of Comprehensive Income, with a corresponding entry made to liabilities.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.12

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Development costs have been capitalised where the directors are satisfied as to the technical, commercial and financial viability of individual projects. The expenditure capitalised is amortised over three years. Such expenditure incurred from 1 January 2018 has been expensed and recharged via an intercompany agreement with FreeWheel Advertisers, Inc., the parent company.
Computer software are capitalised licenses amortised over their useful life of 4 years.

Page 15


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Computer equipment

3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.14

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.

2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions.

2.16

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.

2.17

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a

Page 16


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

2.17

Financial instruments (continued)

director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and recorded amount of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form a basis for making the judgements about the carrying value of assets and liabilities that are not readily apparent from other sources.
Useful economic life of intangible assets
Management have considered the useful life of software licences and the economic benefits likely to be generated from the ownership of these licences. As a result, they have determined the useful economic life to be 4 years. This judgement could have a material effect on the carrying values of these assets.

Sales	2,537,574	2,534,259
Intercompany turnover	5,169,798	6,263,190
Royalty income	457,113	500,602
	8,164,485	9,298,051

Analysis of turnover by country of destination:

					2022	2021
					£	£

United Kingdom	100,000	262,935
Rest of Europe	693,413	695,436
Rest of the world	7,371,072	8,339,680
	8,164,485	9,298,051

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FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

5.	Other operating income
		2022	2021
		£	£

Other operating income	88,460	-
	88,460	-

Amortisation of intangible assets	70,370	70,370
Depreciation of tangible assets	90,072	50,335
Exchange differences	(567,320)	207,229
Other operating lease rentals	512,663	508,358
Auditor's remuneration for the audit of the Company	20,500	19,000

Wages and salaries	4,827,882	5,234,566
Social security costs	618,075	528,866
Cost of defined contribution scheme	329,031	316,377
	5,774,988	6,079,809

Included within wages and salaries is severance pay of £60,044 (2021: £Nil).
Wages and salaries includes payouts made under the phantom stock equity program.
The average monthly number of employees during the year was 50 (2021 - 51).

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FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

8.	Directors' remuneration

During the year, the directors of FreeWheel Advertisers Limited were paid by other group entities. Management determine that the share of remuneration relevant to the services performed in their capacity as directors of FreeWheel Advertisers Limited to be insignificant to the business.

9.	Interest receivable
		2022	2021
		£	£

	Interest receivable from group companies	98,244	40
		98,244	40

Corporation tax
Current tax on profits for the year	139,211	(24,935)
Adjustments in respect of previous periods	-	(123,051)
Foreign tax
Foreign tax on income for the year	72,942	64,195
Total current tax	212,153	(83,791)

Deferred tax
Origination and reversal of timing differences	(11,086)	(51,433)
Changes to tax rates	(1,957)	1,945
Total deferred tax	(13,043)	(49,488)


	Taxation on profit on ordinary activities	199,110	(133,279)

Page 19


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

10.Taxation (continued)

Profit on ordinary activities before tax

1,139,458

1,222,293

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	216,497	232,236
Effects of:
Expenses not deductible for tax purposes	50,775	869
Adjustments in respect of previous periods	131,686	(123,051)
Income not taxable	(7,509)	(8,375)
Remeasurement of deferred tax for change in tax rates	(1,957)	1,945
Movement in deferred tax not recognised	(122,755)	(170,288)
Double taxation relief	(72,942)	(64,195)
Other differences	5,315	(2,420)
Total tax charge for the year	199,110	(133,279)

Factors that may affect future tax charges

On 24 May 2021, Finance Bill 2021 was substantively enacted. The result of this is that the main rate of corporation tax for the UK will increase to 25% from 1 April 2023. Until this date the main rate of corporation tax in the UK remains at 19%.
Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in the financial statements.

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FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

11.	Intangible assets

	Development expenditure	Computer software	Total
	£	£	£
Cost
At 1 January 2022	4,387,640	281,479	4,669,119
Disposals	(4,387,640)	-	(4,387,640)
At 31 December 2022	-	281,479	281,479
Amortisation
At 1 January 2022	4,387,640	121,347	4,508,987
Charge for the year on owned assets	-	70,370	70,370
On disposals	(4,387,640)	-	(4,387,640)
At 31 December 2022	-	191,717	191,717
Net book value
At 31 December 2022	-	89,762	89,762
At 31 December 2021	-	160,132	160,132

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FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

12.	Tangible fixed assets

		Computer equipment
		£
	Cost or valuation
	At 1 January 2022	304,658
	Additions	78,046
	Disposals	(114,710)
	At 31 December 2022	267,994
	Depreciation
	At 1 January 2022	143,287
	Charge for the year on owned assets	90,072
	Disposals	(109,594)
	At 31 December 2022	123,765
	Net book value
	At 31 December 2022	144,229
	At 31 December 2021	161,371

13.

Debtors


					2022	2021
					£	£


Trade debtors	59,841	323,325
Amounts owed by group undertakings	8,309,660	9,516,080
Other debtors	312,371	680,372
Prepayments and accrued income	5,035	14,515
Deferred taxation (note 15)	62,531	49,488
	8,749,438	10,583,780

Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

Page 22


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

14.	Creditors: Amounts falling due within one year
		2022	2021
		£	£

Bank overdrafts	12,395	12,395
Trade creditors	227,566	207,376
Amounts owed to group undertakings	616,203	3,370,937
Other taxation and social security	103,812	67,883
Other creditors	-	100,440
Accruals and deferred income	534,802	597,949
	1,494,778	4,356,980

Amounts owed to group undertakings are interest free, unsecured and repayable on demand.

15.	Deferred taxation

		2022
		£

	At beginning of year	49,488
	Charged to profit or loss	13,043
	At end of year	62,531

The deferred tax asset is made up as follows:
	2022	2021
	£	£

Fixed asset timing differences	(238)	2,943
Short term timing differences	62,769	46,545
	62,531	49,488

16.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

1,387,383,731 (2021 - 1,387,383,731) Ordinary shares of £0.01 each	13,873,837	13,873,837

Page 23


FREEWHEEL ADVERTISERS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2022

17.

Reserves

Share premium account

This represents the additional amount paid by shareholders for their issued shares over the nominal value of those shares.

Profit and loss account

This includes all current and prior period retained profits and losses.

18.	Controlling party

Comcast Corporation 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 Comcast Corporation is One Comcast Center, 1701 John F Kennedy Boulevard, Philadelphia, PA 19103-2838.

19.	Post balance sheet events

There were no adjusting or non-adjusting post balance sheet events occurring between the end of the reporting period and the date these financial statements were approved.

Page 24