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05851891







COPA90 LIMITED

GROUP DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2022































img3faa.png

COPA90 LIMITED
 
COMPANY INFORMATION


Directors
N. Bahel 
T. Thirlwall 
J. A. Haug 
N. Curran 
E. Aluko (appointed 18 May 2022)




Registered number
05851891



Registered office
6th Floor
One London Wall

London

EC2Y 5EB




Independent auditors
Creaseys Group Limited
Statutory Auditors

77 Mount Ephraim

Tunbridge Wells

Kent

TN5 6EL





COPA90 LIMITED

CONTENTS



Page
Group strategic report
 
 
1 - 2
Directors' report
 
 
3 - 4
Independent auditors' report
 
 
5 - 8
Consolidated statement of 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 Statement of cash flows
 
 
14
Analysis of net debt
 
 
15
Notes to the financial statements
 
 
16 - 31


COPA90 LIMITED
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022

Introduction
 
The directors present their strategic report for the year ended 31 December 2022.

Business review
 
The principal activity of the company is creating and distributing premium football content which engages fans of both the men's and women's game and delivering media services by working in partnership with global brands.
The business accelerated its profitable growth in 2022 generating year on year EBITDA growth of +86%. Revenue of £19.3M increased 28% year on year. EBITDA margin of 17.0% (2021: 11.6%) benefitted from GM% improvement and ongoing cost base focus.
The exceptional performance of our people together with successful execution of our strategy and underlying financial rigour were the key drivers of the strong financial results. 
The EBITDA trend is shown in the table below:
img4e53.png
The business ended the year with £3.6m in cash (2021: £2.7m).

Principal risks and uncertainties
 
In common with many businesses, economic uncertainty reduces demand for the company’s services. We remain committed to a flexible cost model which ensures the business is more resilient to changes in the macro-economic environment.
Trading and cash flow forecasts are monitored by the executive team on a weekly basis to manage liquidity risk. Rolling cash flow forecasts are updated each week and the planning model for the business is updated on a quarterly basis to provide longer term visibility of liquidity.

Page 1

COPA90 LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022

Key performance indicators
 
The financial metrics shown below were the key performance indicators during the year:
img29cc.png
Post balance sheet events
As disclosed in more detail in note 26 to the accounts, during 2023:
1. The company has replaced the lender providing its secured revolving credit facility; and
2. The unsecured convertible loan notes have matured with one loan note holder opting to redeem (cash outflow £1.2M) and the remainder converting to equity. 


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



T. Thirlwall
Director

Date: 22 September 2023

Page 2

COPA90 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.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 for the Group'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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The profit for the year, after taxation, amounted to £2,847 thousand (2021 - £1,536 thousand).

No dividends were paid to the shareholders of the company (2021: £Nil). 

Directors

The directors who served during the year were:

N. Bahel 
T. Thirlwall 
J. A. Haug 
N. Curran 
E. Aluko (appointed 18 May 2022)

Future developments

There are no significant future developments. 

Page 3

COPA90 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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

Post balance sheet events have been disclosed in note 26.

Auditors

The auditorsCreaseys Group Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





T. Thirlwall
Director

Date: 22 September 2023

Page 4

COPA90 LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COPA90 LIMITED

Opinion


We have audited the financial statements of COPA90 Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's 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 Group 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 Group's or the parent 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

COPA90 LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COPA90 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 Group 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 Group 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 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 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 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 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 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.


Page 6

COPA90 LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COPA90 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 Group 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:
         
We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates, and considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. These included, but were not limited to, compliance with FRS102  (UK GAAP), the Companies Act 2006, advertising standards and relevant UK taxation laws.  We discussed amongst the audit engagement team the identified laws and regulations, and remained alert to any indications of non-compliance.
  
We understood how the Company is complying with those legal and regulatory frameworks by making enquiries of management and those responsible for legal and compliance procedures. We corroborated our enquiries through our review of Board minutes and supporting papers. We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included, but were not limited to:
 
identifying and reviewing the controls in place to prevent and detect fraud;
 
enquiries of management as to whether they have knowledge of any actual, suspected or alleged fraud;
 
discussion amongst the engagement team regarding the risk of fraud, such as opportunities and incentives for fraudulent manipulation of the financial statements;
 
understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
 
challenging assumptions and judgements made by management in its significant accounting estimates and revenue recognition policy;
 
identifying and testing journal entries, with a focus on manual journals and journals which indicated large  or unusual transactions (based on our understanding of the business), and any journal entries posted with unusual timestamps; and
 
assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the financial statement item. Specifically, the group must adhere to GDPR, data protection rules and   advertising standards. 
    
The primary responsibility for the prevention and detection of irregularities, including fraud, rests with both those charged with governance and management. As with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.  There are inherent limitations in the audit procedures described above, and the more removed from the financial transactions, the less likely it is that we would become aware of non-compliance with laws and regulations.  We are not responsible for prevention of non-compliance and cannot be expected to detect non-compliance with all laws and regulations.      


Page 7

COPA90 LIMITED
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF COPA90 LIMITED (CONTINUED)

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 2006Our 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.





Jeff Fletcher BA (Hons) FCCA (Senior statutory auditor)
  
for and on behalf of
Creaseys Group Limited
 
Statutory Auditors
  
77 Mount Ephraim
Tunbridge Wells
Kent
TN5 6EL

Date: 25 September 2023
Page 8

COPA90 LIMITED
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
Note
£000
£000

  

Turnover
 4 
19,277
15,092

Cost of sales
  
(10,804)
(8,929)

Gross profit
  
8,473
6,163

Administrative expenses
  
(5,437)
(4,623)

Other operating income
 5 
-
89

Operating profit
 6 
3,036
1,629

Interest receivable and similar income
 9 
5
-

Interest payable and expenses
 10 
(476)
(450)

Profit before taxation
  
2,565
1,179

Tax on profit
 11 
282
357

Profit for the financial year
  
2,847
1,536

Profit for the year attributable to:
  

Owners of the parent Company
  
2,847
1,536

There was no other comprehensive income for 2022 (2021:£000NIL).

The notes on pages 16 to 31 form part of these financial statements.

Page 9

COPA90 LIMITED
REGISTERED NUMBER:05851891

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£000
£000

Fixed assets
  

Intangible assets
 12 
41
-

Tangible assets
 13 
54
42

  
95
42

Current assets
  

Debtors: amounts falling due within one year
 15 
6,502
2,263

Bank and cash balances
  
3,611
2,697

  
10,113
4,960

Creditors: amounts falling due within one year
 16 
(7,403)
(2,152)

Net current assets
  
 
 
2,710
 
 
2,808

Total assets less current liabilities
  
2,805
2,850

Creditors: amounts falling due after more than one year
 17 
(1,500)
(4,347)

Provisions for liabilities
  

Other provisions
 19 
-
(45)

  
 
 
-
 
 
(45)

Net assets/(liabilities)
  
1,305
(1,542)


Capital and reserves
  

Share premium account
 21 
32,941
32,941

Convertible debt option reserve
 21 
402
402

Profit and loss account
 21 
(32,038)
(34,885)

Equity attributable to owners of the parent Company
  
1,305
(1,542)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2023.



T. Thirlwall
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 10

COPA90 LIMITED
REGISTERED NUMBER:05851891

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£000
£000

Fixed assets
  

Intangible assets
 12 
41
-

Tangible assets
 13 
54
42

  
95
42

Current assets
  

Debtors: amounts falling due within one year
 15 
6,502
2,263

Bank and cash balances
  
3,611
2,697

  
10,113
4,960

Creditors: amounts falling due within one year
 16 
(7,403)
(2,152)

Net current assets
  
 
 
2,710
 
 
2,808

Total assets less current liabilities
  
2,805
2,850

  

Creditors: amounts falling due after more than one year
 17 
(1,500)
(4,347)

Provisions for liabilities
  

Other provisions
 19 
-
(45)

  
 
 
-
 
 
(45)

Net assets/(liabilities)
  
1,305
(1,542)


Capital and reserves
  

Share premium account
 21 
32,941
32,941

Other reserves
 21 
402
402

Profit and loss account
 21 
(32,038)
(34,885)

  
1,305
(1,542)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 September 2023.

T. Thirlwall
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 11

COPA90 LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Share premium account
Convertible debt option reserve
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 January 2021
32,941
402
(36,421)
(3,078)


Comprehensive income for the year

Profit for the year
-
-
1,536
1,536
Total comprehensive income for the year
-
-
1,536
1,536


Total transactions with owners
-
-
-
-



At 1 January 2022
32,941
402
(34,885)
(1,542)


Comprehensive income for the year

Profit for the year
-
-
2,847
2,847
Total comprehensive income for the year
-
-
2,847
2,847


Total transactions with owners
-
-
-
-


At 31 December 2022
32,941
402
(32,038)
1,305


The notes on pages 16 to 31 form part of these financial statements.

Page 12

COPA90 LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Convertible debt option reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 1 January 2021
-
32,941
402
(36,421)
(3,078)


Comprehensive income for the year

Profit for the year
-
-
-
1,536
1,536


Total transactions with owners
-
-
-
-
-



At 1 January 2022
-
32,941
402
(34,885)
(1,542)


Comprehensive income for the year

Profit for the year
-
-
-
2,847
2,847


Total transactions with owners
-
-
-
-
-


At 31 December 2022
-
32,941
402
(32,038)
1,305


The notes on pages 16 to 31 form part of these financial statements.

Page 13

COPA90 LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022

2022
2021
£000
£000

Cash flows from operating activities

Profit for the financial year
2,847
1,536

Adjustments for:

Amortisation of intangible assets
1
91

Depreciation of tangible assets
27
28

Loss on disposal of tangible assets
(2)
1

Non-cash movement re government grants
-
(89)

Interest received
(5)
-

Interest payable
475
450

Taxation credit
(282)
(357)

(Increase)/decrease in debtors
(3,956)
177

Increase/(decrease) in creditors
1,590
(1,366)

(Decrease) in provisions
(45)
(443)

Net cash generated from operating activities

650
28


Cash flows from investing activities

Purchase of intangible fixed assets
(42)
-

Purchase of tangible fixed assets
(39)
(48)

Sale of tangible fixed assets
2
4

Interest received
5
-

Net cash from investing activities

(74)
(44)

Cash flows from financing activities

Revolving credit facility
450
1,050

Invoice discounting facility
-
(620)

Interest payable
(111)
(49)

Net cash used in financing activities
339
381

Net increase in cash and cash equivalents
915
365

Cash and cash equivalents at beginning of year
2,696
2,331

Cash and cash equivalents at the end of year
3,611
2,696


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
3,611
2,696


The notes on pages 16 to 31 form part of these financial statements.

Page 14

COPA90 LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2022





At 1 January 2022
Cash flows
Other non-cash changes
At 31 December 2022
£000

£000

£000

£000

Cash at bank and in hand

2,696

915

-

3,611

Debt due after 1 year

(4,347)

-

4,347

-

Debt due within 1 year

-

450

(5,612)

(5,162)


(1,651)
1,365
(1,265)
(1,551)

The notes on pages 16 to 31 form part of these financial statements.

Page 15

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

1.


General information

COPA90 Limited (the company) is a limited company limited by shares and domiciled and incorporated in England and Wales.
The address of its registered office is 6th Floor, One London Wall, London, EC2Y 5EB.
The principal activity of the company is creating and and distributing premium football content which engages fans of both the men's and women's game and delivering media services by working in partnership with global brands.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

Monetary amounts in these financial statements are stated in pounds sterling and are rounded to the nearest whole £1,000, except where otherwise stated. 

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The directors have made a rigorous assessment of whether the group is a going concern. All available information has been considered as part of this review which covered a period of more than 12 months from the date of approval of the accounts.
No material uncertainties relating to events or conditions that may cast doubt about the ability of  the group to continue as a going concern have been identified by the directors. The business is trading in line with its business plan. As such the financial statements do not include any adjustments which would be necessary if the going concern basis of preparation was inappropriate.

Page 16

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 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. 

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.

 
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. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue 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 revenue can be measured reliably;
it is probable that the Group 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.

Specifically, for projects which extend over more than one accounting period, turnover is recognised based on the stage of completion which is specific to each contract. 

 
2.6

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Consolidated statement of comprehensive income on a straight-line basis over the lease term.

 
2.7

Interest income

Interest income is recognised in the Consolidated statement of comprehensive income using the effective interest method.

Page 17

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.8

Finance costs

Finance costs are charged to the Consolidated statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the   associated capital instrument.

 
2.9

 Borrowing costs

All borrowing costs are recognised in the Consolidated statement of comprehensive income in the year in which they are incurred.

 
2.10

 Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Consolidated statement of comprehensive income 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 Group in independently administered funds.

 
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 the Consolidated statement of comprehensive income over the vesting period. 

 
2.12

 Taxation

Tax is recognised in the Consolidated statement of comprehensive income 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 and the Group operate and generate income.

 
2.13

 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.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Brands
-
5
years
Websites
-
3
years

Page 18

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.14

 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.

The estimated useful lives range as follows:

Fixtures and fittings
-
     3           years
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 the Consolidated statement of comprehensive income.

 
2.15

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

 Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

 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. 

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

 Creditors

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

Page 19

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.19

 Provisions for liabilities

Provisions are made where an event has taken place that gives the Group 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 the Consolidated statement of comprehensive income in  the year that the Group 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.

 
2.20

 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.

 
2.21

 Financial instruments

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.

 
2.22

 Convertible debt

The proceeds received on issue of the Group's convertible debt are allocated into their liability and equity components and presented separately in the balance sheet date.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Page 20

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

3.


Judgments 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. 
 Revenue recognition 
As described in the accounting policy for revenue recognition above, the directors assess that for every project ongoing at the year end, turnover is recognised based on the stage of completion specific to that contract. As a result of this policy £679 thousand (2021: £185 thousand) of accrued income was recognised and £109 thousand (2021: £422 thousand) of deferred income.  
Convertible loan notes 
Convertible loan notes are also recognised based on the accounting policy above. The directors assess that the discount factor of 22.5% reflects the market rate of interest that would be payable to a similar debt instrument that did not include an option to convert. At the year end the convertible loan note liability totalled £1,397 thousand (2021: £1,140 thousand).


4.


Turnover

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


2022
2021
£000
£000

Media services
19,277
15,092


The geographical markets do not differ substantially from each other as the group works with multi-national brands which produce and distribute content globally. 


5.


Other operating income

2022
2021
£000
£000

Government grants receivable
-
89


Page 21

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

6.


Operating profit

The operating profit is stated after charging:

2022
2021
£000
£000

Depreciation of tangible fixed assets
27
28

Amortisation of intangible assets
1
91

Fees payable to the auditor:

Audit
23
21

Tax services
8
7

Exchange differences
1
4

Other operating lease rentals
167
76

Grant income receivable
-
(89)


7.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
As restated Group
2022
2021
£000
£000


Wages and salaries
4,569
3,500

Social security costs
547
407

Cost of defined contribution scheme
99
59

5,215
3,966


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



Group
Group
Company
Company
        2022
        2021
        2022
        2021
            No.
            No.
            No.
            No.









Business operations
52
38
52
38



Administration
7
7
7
7

59
45
59
45

Page 22

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

8.


Directors' remuneration

2022
2021
£000
£000

Directors' emoluments
352
230

Group contributions to defined contribution pension schemes
6
5

358
235


During the year retirement benefits were accruing to 1 director (2021 - NIL) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £277 thousand (2021 - £223 thousand).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6 thousand (2021 - £5 thousand).


9.


Interest receivable

2022
2021
£000
£000


Bank and finance income
5
-


10.


Interest payable and similar expenses

2022
2021
£000
£000


Bank interest payable
111
138

Loan note finance cost
365
312

476
450


11.


Taxation


2022
2021
£000
£000



Total current tax
-
-


Deferred tax asset recognised in respect of tax losses
(282)
(357)

Total deferred tax credit
(282)
(357)


Tax credit on profit/(loss) on ordinary activities
(282)
(357)
Page 23

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2021 - lower than) the standard rate of corporation tax in the UK of 19% (2021 - 19%). The differences are explained below:

2022
2021
£000
£000


Profit on ordinary activities before tax
2,566
1,179


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
487
224

Effects of:


Deferred tax not recognised
(14)
6

Expenses not deductible for tax purposes
37
9

Utilisation of brought forward tax losses
(510)
(239)

Deferred tax asset recognised in respect of tax losses
(282)
(357)

Total tax credit for the year
(282)
(357)


Tax losses

At the balance sheet date, the Group had tax losses carried forward of £23,419 thousand (2021:   £26,103 thousand). See the contingent asset note 23 on the recognition of a deferred tax asset.

Page 24

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

12.


Intangible assets

Group and Company





Brands
Website
Total

£000
£000
£000



Cost


At 1 January 2022
5,140
576
5,716


Additions
2
40
42


Disposals
-
(576)
(576)



At 31 December 2022

5,142
40
5,182



Amortisation


At 1 January 2022
5,140
576
5,716


Charge for the year on owned assets
-
1
1


On disposals
-
(576)
(576)



At 31 December 2022

5,140
1
5,141



Net book value



At 31 December 2022
2
39
41



At 31 December 2021
-
-
-



Page 25

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

13.


Tangible fixed assets

Group and Company






Fixtures and fittings
Computer equipment
Total

£000
£000
£000



Cost or valuation


At 1 January 2022
5
165
170


Additions
-
39
39



At 31 December 2022

5
204
209



Depreciation


At 1 January 2022
1
127
128


Charge for the year on owned assets
2
25
27



At 31 December 2022

3
152
155



Net book value



At 31 December 2022
2
52
54



At 31 December 2021
4
38
42


14.
Fixed asset investments

Subsidiary undertakings


Name
Registered office
Principal
activity
Holding

COPA90 Inc.
6th Floor, One London Wall, London, EC2Y 5EB
Dormant
100%

Joga Bonito Studios Ltd
6th Floor, One London Wall, London, EC2Y 5EB
Dormant
100%

COPA90 Creators Ltd
6th Floor, One London Wall, London, EC2Y 5EB
Dormant
100%

Modern Fan Ltd
6th Floor, One London Wall, London, EC2Y 5EB
Dormant
100%

Page 26

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

15.


Debtors



2022
2021
£000
£000

Group and Company

Trade debtors
4,760
1,560

Other debtors
310
90

Prepayments and accrued income
793
256

Deferred taxation
639
357

6,502
2,263



16.


Creditors: Amounts falling due within one year



2022
2021
£000
£000

Group and Company

Secured loan notes
2,265
-

Debt element of unsecured convertible loan notes
1,397
-

Trade creditors
1,743
224

Other taxation and social security
196
488

Other creditors
220
69

Accruals and deferred income
1,582
1,371

7,403
2,152


The principal value of the secured loan notes is £2,000 thousand with interest of 5% per annum payable on maturity. The loan notes are secured over all the assets of the company, ranking behind the revolving credit facility and are redeemable on 31 October 2023. 
The principal value of the unsecured convertible loan notes is £1,276 thousand. Interest accrues at 8% per annum payable on maturity. The loan notes mature on 17 September 2023.
On 28 May 2021 a £1.75m revolving credit facility was opened which was supported by the Coronavirus Business Interruption Loan Scheme (CBILS). The lender received a partial guarantee from the UK Government under the CBILS, should the borrower default on the payment. Interest in year one of the facility is paid by the government with the interest rate in years two and three being 8.25% and 7.5% respectively. 

Page 27

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

17.


Creditors: Amounts falling due after more than one year



2022
2021
£000
£000

Group and Company

Secured loan notes
-
2,157

Debt element of unsecured convertible loan notes
-
1,140

Revolving credit facility
1,500
1,050

1,500
4,347





18.


Deferred taxation


Group and Company



2022


£000






At beginning of year
357


Credit to profit or loss
282



At end of year
639



2022
2021
£000
£000

Tax losses carried forward
639
357

639
357

Page 28

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

19.


Provisions


Group and Company



Onerous contract
Credit note provision
Total

£000
£000
£000





At 1 January 2022
36
9
45


Charged to profit or loss
-
(9)
(9)


Utilised in year
(36)
-
(36)



At 31 December 2022
-
-
-

In prior years, a provision had been made in respect of an onerous contract, which the group considers no longer brings any economic benefit. As such the provision has been fully released as at 31 December 2022. 


20.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1,778 (2021 - 1,778) C1 preferred shares of £0.00050 each
1
1
889,100 (2021 - 889,100) C2 preferred shares of £0.00050 each
445
445
22,760 (2021 - 22,760) A Ord shares of £0.00025 each
6
6
14,178 (2021 - 14,178) B Ord shares of £0.00050 each
7
7
42,619 (2021 - 42,619) Ordinary shares of £0.00050 each
21
21
2,643 (2021 - 2,643) Deferred shares of £0.00050 each
1
1
100 (2021 - 100) B investment shares of £0.00050 each
-
-

481

481

The Company's C1 preferred, C2 preferred, A Ord, B Ord and Ordinary shares, which carry no right to fixed income, carry rights to vote at general meetings of the Company. Whereas the Company's  Deferred and B investment shares, which also carry no right to fixed income, carry no voting rights.
The holders of the A Ord, B Ord and Ordinary shares have the right to receive a dividend after payment of the priority dividend to the holders of each of the C1 preferred shares & the C2 preferred shares. The holders of the B investment shares and the deferred shares have no rights to receive a dividend.
The holders of the A Ord, B Ord and Ordinary shares have rights on a return of capital only in respect of any capital to be distributed exceeding £50,000,000, subject to the priority rights in respect thereof  given to the holders of the C1 preferred shares, C2 preferred shares, B investment shares and deferred shares.


Page 29

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

21.


Reserves

Profit and loss account
The cumulative profit and loss, net of distribution to owners. 
Share premium account
The premium on issue of equity shares, net of any issue costs. 
Convertible debt option reserve 
The equity component of the loan at initial issue less transfers to retained earnings in respect of this component using the effective interest rate method. 


22.


Share based payments

The company operates two share-based payment plans.
Share option scheme number 1: 
Options were granted in previous years over B Ordinary shares and are exercisable in the event of an exit. During the year no options were granted (2021: £nil) and 199 options lapsed during the year  (2021: 75). 
As at 31 December 2022 there were outstanding options over 2,597 shares (2021: 2,796) at an   exercise price of £0.01 per share. The weighted average contractual life was 4 years (2021: 5 years). Of the options outstanding, none were exercisable (2021: None). 
Share option scheme number 2:
During the year 73,682 (2021: 2,134,613) options were granted over D preferred shares which are excercisable in the event of an exit. 55,697 options lapsed in the year. 
As at 31 December 2022 there were outstanding options over 2,143,050 (2021: 2,125,065) D preferred shares at a nominal exercise price per share. The weighted average contractual life was 9 years (2021: 10 years). Of the options outstanding, none were exercisable. 
No expense relating to the share based payments has been recognised in the accounts because at the grant date the fair value of such awards was not material. 


23.


Contingent assets

Unrelieved tax losses have been recognised as a deferred tax asset only to the extent that it is probable that they will be recovered against future taxable profits. Therefore, based on forecasts for the next 12 months, future taxable profits of £2,720 thousand have been recognised as a deferred tax asset at the prevailing tax rate. A residual balance of unrelieved tax losses of £20,699 thousand have not been recognised on the basis of the uncertainty of taxable profits beyond this period.

Page 30

COPA90 LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022

24.


Commitments under operating leases

At 31 December 2022 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:




2022
2021
£000
£000

Group and Company

Not later than 1 year
92
134

25.


Related party transactions

In 2020, unsecured convertible loan notes amounting to £676 thousand were issued to shareholders. Interest accrues at 8% per annum, payable on maturity. The loan notes mature on 17 September 2023 and are included as creditors due within one year. 
Secured loan notes are held by a shareholder totalling £2,265 thousand (2021: £2,157 thousand) which is included in creditors due over one year. Note interest is accruing at 5% on the loan balance. 
The total remuneration of key management personnel is £1,289 thousand (2021: £1,084 thousand). The key management personnel are considered to be the senior management team. 


26.


Post balance sheet events

Since the Balance Sheet date the following events have occurred:
(a) The £1.75m revolving credit facility supported by the Coronavirus Business Interruption Loan Scheme (CBILS) has been fully repaid and the related security has been formally released.
(b) A new financing facility with a maximum facility limit of £4m (and an initial limit of £1.75m) has been put in place on 2 September 2023 for a term of 24 months. The debenture for this facility provides the lender with first priority security over all the assets of the Company. Interest payable is linked to the SONIA interest rate benchmark.
(c) Unsecured convertible loan notes with a principal value of £0.6m were redeemed on their maturity 17 September 2023. The total cash outflow relating to this redemption was £1.2m. 
(d) The remaining unsecured convertible loan notes with a principal value of £0.7m were converted into equity on 17 September 2023. This was a non-cash transaction.

 
Page 31