Venntro Media Group Limited - Limited company accounts 20.1

REGISTERED NUMBER: 04880697 (England and Wales)

FOR

Page

Company Information  

1

Group Strategic Report  

2

Report of the Directors  

4

Report of the Independent Auditors  

5

Consolidated Income Statement  

8

Consolidated Other Comprehensive Income  

9

Consolidated Balance Sheet  

10

Company Balance Sheet  

11

Consolidated Statement of Changes in Equity  

12

Company Statement of Changes in Equity  

13

Consolidated Cash Flow Statement  

14

Notes to the Consolidated Cash Flow Statement  

15

Notes to the Consolidated Financial Statements  

17

DIRECTORS:

S R Pammenter

R A Williams

REGISTERED OFFICE:

First Floor, The Switch

1-7 The Grove

Slough

Berkshire

SL1 1QP

REGISTERED NUMBER:

04880697 (England and Wales)

AUDITORS:

FLB Accountants LLP, Statutory Auditor

250 Wharfedale Road

Winnersh Triangle

Berkshire

RG41 5TP

The directors present their strategic report together with the audited financial statements for the year ended 31 December 2019 which is a 12-month period after the prior reporting period being a 16-month period following the amendment to the Company Financial Year now ending 31 December as opposed to 31 August.

The principal activity of the company in the year under review was that of an online dating platform Software as a Service (SaaS) business.

REVIEW OF BUSINESS

In last year's strategic report, we reported a material review of the operating cost base, including the business headcount, without impacting key account management, sales and business development capabilities. This reporting period has seen a continuation of this focus and delivery of core services whilst investing heavily in investing in the future growth of the Business which will be being driven by improved Sales, Marketing, Reporting and Analysis, all of which will be being produced in real time on a self-serve basis for our Partners and staff alike.

Furthermore, the business continued its focus on increasing payment success levels, ensuring the Business has multiple payment gateway redundancy and also maintaining the rate of chargebacks it receives, a key metric in payment processing.

A total of 1,829 new sites were created on the White Label Dating SaaS platform in the 12-month accounting period for 2019 highlighting the success of the new business funnel and revenue generation potential in 2020 and beyond.

The company is pleased to report another statutory EBITDA profit for the 12-month accounting period of £0.8m, with a materially improved profit margins due to ongoing business restructuring costs and operating efficiencies.

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activities expose it to the risks of changes in foreign currency exchange rates. The company aims to reduce this exposure by holding the majority of cash balances in sterling. As international revenues and associated costs of the company grow further, policies will be reviewed and implemented as necessary to minimise this risk.

To manage any liquidity risk to the business and to ensure that sufficient funds are available for on-going operations and future developments the Directors review the cash flow forecast and foreseeable needs on a monthly basis and have an operational banking overdraft facility available.

The directors monitor the overall level of borrowings and interest costs to limit any adverse effects on the performance of the group.

The company relies on the relationships with banks and credit card processing companies to enable it to collect payments from customers. These relationships are actively managed and periodically reviewed by management to ensure that any risk is spread across multiple relationships and alternative providers are identified which are easy to integrate if any change in processing was required.

Any disruption to the company's managed data centre would have an immediate impact on our thousands of sites and the associated user experience. To ensure against this we work diligently with our 3rd party supplier in its world class data centre to ensure that the likelihood of any downtime is negligible. Our server infrastructure has been designed to ensure the highest level of redundancy available in the marketplace for Venntro Media Group's platform.

ON BEHALF OF THE BOARD:

R A Williams - Director

16 November 2020

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2019.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2019.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this report.

S R Pammenter

R A Williams

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period.  In preparing these financial statements, the directors are required to:

-

select suitable accounting policies and then apply them consistently;

-

make judgements and accounting estimates that are reasonable and prudent;

-

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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors,  FLB Accountants LLP, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

R A Williams - Director

16 November 2020

Opinion

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 group 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-

the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

-

the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-

the Group Strategic Report and the Report of the Directors 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-

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

-

the parent company 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 Statement of Directors' Responsibilities set out on page four, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

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 a Report of the Auditors 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.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Daniel Faust (Senior Statutory Auditor)

for and on behalf of FLB Accountants LLP, Statutory Auditor

250 Wharfedale Road

Winnersh Triangle

Berkshire

RG41 5TP

16 November 2020

TURNOVER

13,167,298

23,469,508

Cost of sales

(7,447,100

)

(13,614,750

)

GROSS PROFIT

5,720,198

9,854,758

Administrative expenses

(5,858,531

)

(10,107,087

)

(138,333

)

(252,329

)

Other operating income

3,260

10,129

OPERATING LOSS

6

(135,073

)

(242,200

)

Interest receivable and similar income

5,896

2,970

(129,177

)

(239,230

)

Interest payable and similar expenses

7

(8,039

)

(6,740

)

LOSS BEFORE TAXATION

(137,216

)

(245,970

)

Tax on loss

8

163,354

145,798

PROFIT/(LOSS) FOR THE FINANCIAL

YEAR

26,138

(100,172

)

Profit/(loss) attributable to:

Owners of the parent

26,138

(100,172

)

PROFIT/(LOSS) FOR THE YEAR

26,138

(100,172

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME

FOR THE YEAR

26,138

(100,172

)

Total comprehensive income attributable to:

Owners of the parent

26,138

(100,172

)

FIXED ASSETS

Intangible assets

11

1,695,317

2,085,066

Tangible assets

12

83,824

117,766

1,779,141

2,202,832

CURRENT ASSETS

Debtors

13

2,443,051

2,410,669

Cash at bank and in hand

45,482

19,304

2,488,533

2,429,973

CREDITORS

Amounts falling due within one year

14

(2,750,746

)

(3,129,504

)

NET CURRENT LIABILITIES

(262,213

)

(699,531

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

1,516,928

1,503,301

CREDITORS

Amounts falling due after more than one

year

15

(69,906

)

(82,417

)

NET ASSETS

1,447,022

1,420,884

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

1,446,922

1,420,784

SHAREHOLDERS' FUNDS

1,447,022

1,420,884

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 16 November 2020 and were signed on its behalf by:

R A Williams - Director

FIXED ASSETS

Intangible assets

11

1,695,318

2,085,067

Tangible assets

12

83,823

117,765

1,779,141

2,202,832

CURRENT ASSETS

Debtors

13

4,083,093

4,107,483

Cash at bank and in hand

41,659

11,638

4,124,752

4,119,121

CREDITORS

Amounts falling due within one year

14

(2,698,431

)

(3,053,940

)

NET CURRENT ASSETS

1,426,321

1,065,181

TOTAL ASSETS LESS CURRENT

LIABILITIES

3,205,462

3,268,013

CREDITORS

Amounts falling due after more than one

year

15

(69,906

)

(82,417

)

NET ASSETS

3,135,556

3,185,596

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

3,135,456

3,185,496

SHAREHOLDERS' FUNDS

3,135,556

3,185,596

Company's (loss)/profit for the financial

year

(50,040

)

65,106

The financial statements were approved and authorised for issue by the Board of Directors and authorised for issue on 16 November 2020 and were signed on its behalf by:

R A Williams - Director

Called up

share

Retained

Total

capital

earnings

equity

£   

£   

£   

Balance at 1 September 2017

100

3,115,956

3,116,056

Changes in equity

Dividends

-

(1,595,000

)

(1,595,000

)

Total comprehensive income

-

(100,172

)

(100,172

)

Balance at 31 December 2018

100

1,420,784

1,420,884

Changes in equity

Total comprehensive income

-

26,138

26,138

Balance at 31 December 2019

100

1,446,922

1,447,022

Called up

share

Retained

Total

capital

earnings

equity

£   

£   

£   

Balance at 1 September 2017

100

4,715,390

4,715,490

Changes in equity

Dividends

-

(1,595,000

)

(1,595,000

)

Total comprehensive income

-

65,106

65,106

Balance at 31 December 2018

100

3,185,496

3,185,596

Changes in equity

Total comprehensive income

-

(50,040

)

(50,040

)

Balance at 31 December 2019

100

3,135,456

3,135,556

Cash flows from operating activities

Cash generated from operations

1

725,654

683,417

Interest paid

(8,039

)

(6,740

)

Tax paid

249,694

260,565

Net cash from operating activities

967,309

937,242

Cash flows from investing activities

Purchase of intangible fixed assets

(498,195

)

(698,930

)

Purchase of tangible fixed assets

(9,070

)

(123,027

)

Sale of tangible fixed assets

(16,602

)

61,204

Interest received

5,896

2,970

Net cash from investing activities

(517,971

)

(757,783

)

Cash flows from financing activities

Capital repayments in year

(12,511

)

95,194

Amount introduced by directors

-

366,690

Amount withdrawn by directors

(284,764

)

-