ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

Caseware UK (AP4) 2021.0.152 2021.0.152 2022-06-302022-06-302021-07-01falsetruetruetruetruetruefalse102106Digital marketing servicestrue 04444261 2021-07-01 2022-06-30 04444261 2020-07-01 2021-06-30 04444261 2022-06-30 04444261 2021-06-30 04444261 2020-07-01 04444261 1 2021-07-01 2022-06-30 04444261 d:Director1 2021-07-01 2022-06-30 04444261 d:Director2 2021-07-01 2022-06-30 04444261 d:Director3 2021-07-01 2022-06-30 04444261 d:Director4 2021-07-01 2022-06-30 04444261 d:Director5 2021-07-01 2022-06-30 04444261 d:Director5 2022-06-30 04444261 d:RegisteredOffice 2021-07-01 2022-06-30 04444261 c:Buildings c:ShortLeaseholdAssets 2021-07-01 2022-06-30 04444261 c:Buildings c:ShortLeaseholdAssets 2022-06-30 04444261 c:Buildings c:ShortLeaseholdAssets 2021-06-30 04444261 c:FurnitureFittings 2021-07-01 2022-06-30 04444261 c:FurnitureFittings 2022-06-30 04444261 c:FurnitureFittings 2021-06-30 04444261 c:FurnitureFittings c:OwnedOrFreeholdAssets 2021-07-01 2022-06-30 04444261 c:OfficeEquipment 2021-07-01 2022-06-30 04444261 c:OwnedOrFreeholdAssets 2021-07-01 2022-06-30 04444261 c:CurrentFinancialInstruments 2022-06-30 04444261 c:CurrentFinancialInstruments 2021-06-30 04444261 c:CurrentFinancialInstruments c:WithinOneYear 2022-06-30 04444261 c:CurrentFinancialInstruments c:WithinOneYear 2021-06-30 04444261 e:UnitedKingdom 2021-07-01 2022-06-30 04444261 e:UnitedKingdom 2020-07-01 2021-06-30 04444261 e:RestEuropeOutsideUK 2021-07-01 2022-06-30 04444261 e:RestEuropeOutsideUK 2020-07-01 2021-06-30 04444261 e:RestWorldOutsideUK 2021-07-01 2022-06-30 04444261 e:RestWorldOutsideUK 2020-07-01 2021-06-30 04444261 c:UKTax 2021-07-01 2022-06-30 04444261 c:UKTax 2020-07-01 2021-06-30 04444261 c:ShareCapital 2021-07-01 2022-06-30 04444261 c:ShareCapital 2022-06-30 04444261 c:ShareCapital 2020-07-01 2021-06-30 04444261 c:ShareCapital 2021-06-30 04444261 c:ShareCapital 2020-07-01 04444261 c:SharePremium 2021-07-01 2022-06-30 04444261 c:SharePremium 2022-06-30 04444261 c:SharePremium 2020-07-01 2021-06-30 04444261 c:SharePremium 2021-06-30 04444261 c:SharePremium 2020-07-01 04444261 c:CapitalRedemptionReserve 2021-07-01 2022-06-30 04444261 c:CapitalRedemptionReserve 2022-06-30 04444261 c:CapitalRedemptionReserve 2020-07-01 2021-06-30 04444261 c:CapitalRedemptionReserve 2021-06-30 04444261 c:CapitalRedemptionReserve 2020-07-01 04444261 c:RetainedEarningsAccumulatedLosses 2021-07-01 2022-06-30 04444261 c:RetainedEarningsAccumulatedLosses 2022-06-30 04444261 c:RetainedEarningsAccumulatedLosses 2020-07-01 2021-06-30 04444261 c:RetainedEarningsAccumulatedLosses 2021-06-30 04444261 c:RetainedEarningsAccumulatedLosses 2020-07-01 04444261 c:AcceleratedTaxDepreciationDeferredTax 2022-06-30 04444261 c:AcceleratedTaxDepreciationDeferredTax 2021-06-30 04444261 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2021-07-01 2022-06-30 04444261 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2022-06-30 04444261 c:FurtherSpecificTypeProvisionContingentLiability1ComponentTotalProvisionsContingentLiabilities 2021-06-30 04444261 d:OrdinaryShareClass1 2021-07-01 2022-06-30 04444261 d:OrdinaryShareClass1 2022-06-30 04444261 d:OrdinaryShareClass1 2021-06-30 04444261 d:FRS102 2021-07-01 2022-06-30 04444261 d:Audited 2021-07-01 2022-06-30 04444261 d:FullAccounts 2021-07-01 2022-06-30 04444261 d:PrivateLimitedCompanyLtd 2021-07-01 2022-06-30 04444261 c:Subsidiary1 2021-07-01 2022-06-30 04444261 c:Subsidiary1 1 2021-07-01 2022-06-30 04444261 c:WithinOneYear 2022-06-30 04444261 c:WithinOneYear 2021-06-30 04444261 c:BetweenOneFiveYears 2022-06-30 04444261 c:BetweenOneFiveYears 2021-06-30 04444261 2 2021-07-01 2022-06-30 04444261 6 2021-07-01 2022-06-30 04444261 8 2021-07-01 2022-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 04444261

MORE2 LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

MORE2 LIMITED

COMPANY INFORMATION

Directors	E J M Carson
	G N A Hewitt
	T Hill
	J L Russell


Registered number	04444261


Registered office	Avalon
	Oxford Road
	Bournemouth
	BH8 8EZ


Independent auditor	Barnes Roffe LLP
	Chartered Accountants
	Statutory Auditor
	Leytonstone House
	Leytonstone
	London
	E11 1GA

MORE2 LIMITED

CONTENTS

	Page
Strategic report	1
Directors' report	2 - 3
Independent auditor's report	4 - 7
Statement of comprehensive income	8
Balance sheet	9
Statement of changes in equity	10
Notes to the financial statements	11 - 26

MORE2 LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 30 JUNE 2022

Introduction

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at the year end. Our review is consistent with the size and non-complex nature of our business and is written in the context of the risks and uncertainties we face.

Business review

We are a data analytics consultancy firm with a main focus on the UK B2C retail sectors. Our purpose is to drive our clients’ revenue & profitability growth through thorough understanding of their customers data and behaviour. Our key financial performance indicators are those that communicate the financial performance and strength of the group as a whole, these being growth in sales (£3,243,731 increase in year), operating profit (£3,359,491 :2021 - £3,250,361) and operating profit as a percentage of net sales (18% :2021 - 21.1%).
We are planning to continue our growth and aim to accelerate, focusing on pace and acquisition of new larger clients across UK and Europe as well as strengthening our relationship with our existing retained clients. A newly created HR department has been set up to attract, retain and develop our talent in order to nurture and sustain our growth ambition.
We believe the company is well placed to face potential future challenges with a robust business model, visible revenues, a strong pipeline of potential clients and the synergies and opportunities offered to us as new members of the Sideshow Group portfolio. However, we are also aware that any plans for the future development of the business may be subject to unforeseen future events outside of our control.

Principal risks and uncertainties

The Company is subject to the same general risks and uncertainties as any other business, for example, the impact of natural disasters, changes in general economic conditions including currency and interest rate fluctuations and the impact of competition. We do not consider there to be any principal risks and uncertainties that are specific to us.

This report was approved by the board on 30 March 2023 and signed on its behalf.

G N A Hewitt

Director

Page 1

MORE2 LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 30 JUNE 2022

The directors present their report and the financial statements for the year ended 30 June 2022.

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 judgments 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 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,796,746 (2021 - £2,748,896).

The directors do not recommend the payment of a final dividend.

Directors

The directors who served during the year were:

E J M Carson

G N A Hewitt

Kevin James Mcspadden (resigned 21 October 2022)

T Hill and J L Russell were appointed as directors on 21 October 2022.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Page 2

MORE2 LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 30 JUNE 2022

Post balance sheet events

Subsequent to the year end 58,593 of the Employee Share Options were exercised.
Subsequent to the year end dividends totalling £7,357,230.94 have been declared.

This report was approved by the board on 30 March 2023 and signed on its behalf.

G N A Hewitt

Director

Page 3

MORE2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORE2 LIMITED

Opinion

We have audited the financial statements of more2 Limited (the 'Company') for the year ended 30 June 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 30 June 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 Auditor's 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 4

MORE2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORE2 LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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 2, 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 5

MORE2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORE2 LIMITED (CONTINUED)

Auditor's 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 Auditor's 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 law and regulations, was as follows:

∙Ensuring that the engagement team collectively had the appropriate competence, capabilities and skills to identify non-compliance with applicable laws and regulations;

∙We identified the laws and regulations applicable to the Company through discussions with directors, and from our commercial knowledge and experience of the relevant sector;

∙The specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, are as follows - Companies Act 2006, FRS 102, Employment legislation and Tax legislation;

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

∙Laws and regulations were communicated within the audit team at the planning meeting, and the audit 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 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;

∙Reviewing the financial statements and testing the disclosures against supporting documentation;

∙Performing analytical procedures to identify any unusual or unexpected trends or anomalies;

∙Inspecting and testing journal entries to identify unusual or unexpected transactions;

∙Assessing whether judgement and assumptions made in determining significant accounting estimates were indicative of management bias.

Page 6

MORE2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MORE2 LIMITED (CONTINUED)

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditor's 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 Auditor's 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.

Andrew May ACCA (Senior statutory auditor)

for and on behalf of

Barnes Roffe LLP

Chartered Accountants

Statutory Auditor

Leytonstone House

Leytonstone

London

E11 1GA

31 March 2023

Page 7

MORE2 LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2022

	2022	2021
Note	£	£

Turnover	4	18,676,552	15,432,821
Cost of sales		(5,697,916)	(4,402,404)
Gross profit		12,978,636	11,030,417
Administrative expenses		(9,619,145)	(7,861,933)
Other operating income	5	-	81,877
Operating profit	6	3,359,491	3,250,361
Interest receivable and similar income	10	1,760	6,750
Profit before tax		3,361,251	3,257,111
Tax on profit	11	(564,505)	(508,215)
Profit for the financial year		2,796,746	2,748,896

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

The notes on pages 11 to 26 form part of these financial statements.

Page 8

MORE2 LIMITED

REGISTERED NUMBER: 04444261

BALANCE SHEET

AS AT 30 JUNE 2022

		2022		2021
Note		£		£

Fixed assets
Tangible assets	12		165,632		147,968
Investments	13		100		100
			165,732		148,068
Current assets
Debtors: amounts falling due within one year	14	3,790,323		3,071,407
Current asset investments	15	25,000		25,000
Cash at bank and in hand	16	7,801,750		6,316,514
		11,617,073		9,412,921
Creditors: amounts falling due within one year	17	(2,202,182)		(2,325,443)
Net current assets			9,414,891		7,087,478
Total assets less current liabilities			9,580,623		7,235,546
Provisions for liabilities
Deferred tax	18	(12,743)		(2,162)
Other provisions	19	(117,927)		(588,586)
			(130,670)		(590,748)
Net assets			9,449,953		6,644,798

Capital and reserves
Called up share capital	20	10,350	10,350
Share premium account	21	69,650	69,650
Capital redemption reserve	21	30	30
Profit and loss account	21	9,369,923	6,564,768
		9,449,953	6,644,798

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 March 2023.

G N A Hewitt

Director

The notes on pages 11 to 26 form part of these financial statements.

Page 9

MORE2 LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 JUNE 2022

	Share capital	Share premium	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£	£
At 1 July 2020	10,350	69,650	30	3,811,553	3,891,583
Comprehensive income for the year
Profit for the year	-	-	-	2,748,896	2,748,896
Total comprehensive income for the year	-	-	-	2,748,896	2,748,896
Contributions by and distributions to owners
Share-based payment charge	-	-	-	4,319	4,319
Total transactions with owners	-	-	-	4,319	4,319

At 1 July 2021	10,350	69,650	30	6,564,768	6,644,798
Comprehensive income for the year
Profit for the year	-	-	-	2,796,746	2,796,746
Total comprehensive income for the year	-	-	-	2,796,746	2,796,746
Contributions by and distributions to owners
Share-based payment charge	-	-	-	8,409	8,409
Total transactions with owners	-	-	-	8,409	8,409
At 30 June 2022	10,350	69,650	30	9,369,923	9,449,953

The notes on pages 11 to 26 form part of these financial statements.

Page 10

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

1.	General information

more2 Limited is a company limited by shares, incorporated in England and Wales. Its registered office is Avalon, Oxford Road, Bournemouth, BH8 8EZ.

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 judgment 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 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of more2 Holdings Limited as at 30 June 2022 and these financial statements may be obtained from Companies House.

2.3

Going concern

The financial statements have been prepared on a going concern basis.

Page 11

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

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 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 profit or loss within 'other operating income'.

2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group 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. For revenue to be capable of being recognised the following criteria must be met (1) the amount of revenue can be measured reliably, (2) it is probable that the Company will receive the consideration due from the client, and (3) the costs incurred and the costs to complete the contract can be measured reliably, and where relevant (4) the stage of completion of the contract at the end of the reporting period can be measured reliably.

2.6

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 12

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

2.8

Government grants

Grants are accounted under the accruals model as permitted by FRS 102.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

2.9

Interest income

Interest income is recognised in profit or loss using the effective interest method.

2.10

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 13

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.11

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss 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 other 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 profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.12

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.

2.13

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.

Page 14

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.13

Tangible fixed assets (continued)

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:

Leasehold Improvements	-	over life of lease
Fixtures and fittings	-	20 / 33.3 % straight line
Office equipment	-	20 / 33.3 % straight line

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

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

2.15

Debtors

Short term debtors are measured at transaction price, less any impairment.

2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.17

Creditors

Short term creditors are measured at the transaction price.

2.18

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 15

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

2.19

Onerous leases

Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.

2.20

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

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

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
a) Significant judgements in applying the Company's accounting policies
No significant adjustments have had to be made by management in preparing these financial statements.
b) Critical accounting estimates and assumptions
Provision for onerous contracts
The provision for onerous contracts has been considered by management and an estimate has been made based on the information currently available to them.

Page 16

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

Turnover

Analysis of turnover by country of destination:

					2022	2021
					£	£

United Kingdom	17,739,993	14,797,859
Europe	909,166	337,774
Rest of the world	27,393	297,188
	18,676,552	15,432,821

5.	Other operating income
		2022	2021
		£	£

	Grant income	-	81,877

	Exchange differences	(15,250)	21,258
	Other operating lease rentals	217,651	189,803

7.	Auditor's remuneration
		2022	2021
		£	£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements

5,000

	Fees payable to the Company's auditor and its associates in respect of:
	All other services	26,139	32,655

Page 17

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

Wages and salaries	6,242,102	5,409,053
Social security costs	723,385	628,708
Cost of defined contribution scheme	123,353	99,694
	7,088,840	6,137,455

The average monthly number of employees, including the directors, during the year was as follows:

	2022	2021
	No.	No.

Data services	39	41
Client services	55	49
Directors and administration	12	12

	106	102

9.	Directors' remuneration
		2022	2021
		£	£

Directors' emoluments	523,792	487,228
Company contributions to defined contribution pension schemes	2,642	2,628
	526,434	489,856

	During the year retirement benefits were accruing to 2 directors (2021 - 2) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £184,921 (2021 - £176,003).

10.	Interest receivable and similar income
		2022	2021
		£	£

Bank interest receivable

1,760

6,750

Page 18

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

Corporation tax
Current tax on profits for the year	618,667	528,280
Adjustments in respect of previous periods	(64,743)	(19,010)
Total current tax	553,924	509,270

Deferred tax
Origination and reversal of timing differences	10,581	(1,055)
Total deferred tax	10,581	(1,055)


	Taxation on profit on ordinary activities	564,505	508,215

Profit on ordinary activities before tax

3,361,251

3,257,111

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)	638,638	618,851
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	113,410	3,556
Utilisation of tax losses	-	(20,265)
Adjustments to tax charge in respect of prior periods	(64,743)	(19,010)
Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge	(122,979)	(75,000)
Other differences leading to an increase (decrease) in the tax charge	179	83
Total tax charge for the year	564,505	508,215

Factors that may affect future tax charges

Page 19

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

11.Taxation (continued)

An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This will increase the Company's future current tax charge accordingly.

12.	Tangible fixed assets

	Leasehold improvements	Fixtures fittings and equipment	Total
	£	£	£
Cost or valuation
At 1 July 2021	398,369	1,352,296	1,750,665
Additions	-	71,996	71,996
Disposals	(3,510)	-	(3,510)
At 30 June 2022	394,859	1,424,292	1,819,151
Depreciation
At 1 July 2021	281,521	1,321,176	1,602,697
Charge for the year on owned assets	15,657	36,612	52,269
Disposals	(1,447)	-	(1,447)
At 30 June 2022	295,731	1,357,788	1,653,519
Net book value
At 30 June 2022	99,128	66,504	165,632
At 30 June 2021	116,848	31,120	147,968

Page 20

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

13.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 July 2021	100
	At 30 June 2022	100

Subsidiary undertaking
The following was a subsidiary undertaking of the Company:
Name	Principal activity	Class of shares	Holding

more2 Marketing Services Ltd

Dormant

Ordinary

100%

During the year more2 Marketing Services Ltd made neither profit nor loss, and the aggregate of the share capital and reserves as at 30 June 2022 was £Nil. Its registered office is 2 Valentine Place, London, SE1 8QH.
Group accounts are not required at this level, as they are prepared by more2 Holdings Limited, the ultimate parent undertaking of the group.
Subsequent to the year the entire share capital of the company was disposed of for no consideration.

14.

Debtors

					2022	2021
					£	£


Trade debtors	3,160,908	2,443,856
Other debtors	209,175	203,575
Prepayments and accrued income	420,240	423,976
	3,790,323	3,071,407

Page 21

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

15.	Current asset investments
		2022	2021
		£	£

	Unlisted investments	25,000	25,000

16.	Cash and cash equivalents
		2022	2021
		£	£

	Cash at bank and in hand	7,801,750	6,316,514

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

Trade creditors	395,702	313,689
Corporation tax	33,589	120,345
Other taxation and social security	663,407	646,910
Other creditors	60,450	26,701
Accruals and deferred income	1,049,034	1,217,798
	2,202,182	2,325,443

18.	Deferred taxation

	2022	2021
	£	£

At beginning of year	(2,162)	(3,217)
Charged to profit or loss	(10,581)	1,055
At end of year	(12,743)	(2,162)

The provision for deferred taxation is made up as follows:
	2022	2021
	£	£

Accelerated capital allowances

(12,743)

(2,162)

Page 22

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

19.	Provisions

		Provision for onerous contracts
		£

	At 1 July 2021	588,586
	Utilised in year	(470,659)
	At 30 June 2022	117,927

The above provision is as a result of the Company vacating office space for which it has an obligation to February 2023. The rental obligations will cease once a new tenant is found. Included within the above is amounts due within one year amounting to £117,927 (2021 - £353,819).
Subsequent to the year end a new tenant has been found and the lease surrendered.

20.	Share capital
		2022	2021
		£	£

Allotted, called up and fully paid

10,350 (2021 - 10,350) ordinary shares of £1.00 each	10,350	10,350

All shares have equal rights, and there are no restrictions on the distribution of dividends and the repayment of capital.

21.

Reserves

Share premium account

The share premium account represents any excess over par value paid for shares.

Capital redemption reserve

The capital redemption reserve represents share capital redeemed by the shareholders.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

Page 23

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

22.	Share based payments
	The group operates an equity-settled EMI share option scheme and a non tax-advantage share option scheme for its employees. At the year end there were 61,186 EMI share options and 2,594 non tax-advantaged share options outstanding outstanding, all with an exercise price of £5.94 each. These options may be exercised on the occurence of an Admission, an Asset Sale or a Takeover and expire ten years after the date of grant. Employees are not entitled to dividends until the shares are exercised. Vesting of the EMI share options is subject to continued employment within the Company.
		Weighted average exercise price (pence) 2022	Number 2022	Weighted average exercise price (pence) 2021	Number 2021

Outstanding at the beginning of the year	5.94	57,038	5.94	33,180
Granted during the year		6,742		23,858
Outstanding at the end of the year	5.94	63,780	5.94	57,038

2022

2021

Option pricing model used	Black-Scholes	Black-Scholes
Weighted average share price (pence)	5.94	5.94
Exercise price (pence)	5.94	5.94
Weighted average contractual life (days)	3	3
Expected volatility	30.00%	30.00%
Risk-free interest rate	1.01%	1.01%

2022

2021

Share based payment charge

8,409

4,319

23.	Pension commitments

The Company operates a defined contributions pension scheme and contributes to a personal pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £123,353 (2021 - £99,694). Contributions of £33,130 (2021 - £26,701) were payable to the fund at the balance sheet date included in other creditors.

Page 24

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

Not later than 1 year	449,108	628,646
Later than 1 year and not later than 5 years	840,000	1,378,875
	1,289,108	2,007,521

25.	Transactions with directors

The total amount owed by the directors was £Nil (2021 - £Nil). Total repayments to directors during the year were £Nil (2021 - £1,900).

26.	Related party transactions
	The company has taken advantage of the exemption, under FRS 102 paragraph 1.12 and paragraph 33.1A, from disclosing transactions and balances with its group companies because group accounts consolidating all group entities are prepared by the ultimate parent undertaking and are publicly available from Companies House. During the year the following transactions took place with companies under common control:

		2022	2021
		£	£

Purchases

600

8,515

At the year end, the Company owed £Nil (2021 - £60) to this company falling under common control.

27.	Post balance sheet events

Subsequent to the year end 58,593 of the Employee Share Options were exercised.
Subsequent to the year end dividends totalling £7,357,230.94 have been declared.

Page 25

MORE2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2022

28.	Controlling party

The ultimate parent undertaking is more2 Holdings Limited.
At the year end, the group was controlled by K J McSpadden. The accounts of more2 Holdings Limited can be obtained from the Registrar of Companies at Companies House, Crown Way, Cardiff, CF14 3UZ.
On 21 October 2022, the ultimate controlling party became Sideshow Group Ltd.

Page 26