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05851891







COPA90 LIMITED

GROUP DIRECTORS' REPORT AND AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 DECEMBER 2023
































 
COPA90 LIMITED
 
 
COMPANY INFORMATION


Directors
N. Bahel 
T. Thirlwall 
J. A. Haug 
N. Curran 
E. Aluko 




Registered number
05851891



Registered office
6th Floor
One London Wall

London

EC2Y 5EB




Independent auditors
CLA Evelyn Partners 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 - 12
Consolidated Statement of Changes in Equity
 
13
Company Statement of Changes in Equity
 
14
Consolidated Statement of Cash Flows
 
15 - 16
Analysis of net debt
 
17
Notes to the Financial Statements
 
18 - 26


 
COPA90 LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report for the year ended 31 December 2023. 

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.
Despite the difficult trading environment, the business continued to grow its core revenues in 2023 (core revenues exclude the impact of major tournaments).
During the year £3.6m of debt and rolled-up interest was repaid from free cash flow demonstrating the strong cash generation achieved. 
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:
img4d94.png
The business ended the year with £2.0m in cash (2022: £3.6m).

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 2023

Key performance indicators
 
The financial metrics shown below were the key performance indicators during the year:
img748d.png
 


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



T. Thirlwall
Director

Date: 24 May 2024

Page 2

 
COPA90 LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

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 judgements and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 loss for the year, after taxation, amounted to £163 thousand (2022 - profit £282 thousand).

No dividends were paid to the shareholders of the company (2022: £Nil). 

Directors

The directors who served during the year were:

N. Bahel 
T. Thirlwall 
J. A. Haug 
N. Curran 
E. Aluko 

Future developments

There are no significant future developments. 

Page 3

 
COPA90 LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

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

There have been no significant events affecting the Group since the year-end.

Auditors

The auditorsCLA Evelyn Partners 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: 24 May 2024

Page 4

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

Opinion

We have audited the financial statements of COPA90 Limited (the 'company') for the year ended  31 December 2023 which comprise the Profit and loss account, Statement of other comprehensive income, Balance sheet, Statement of changes in equity, Statement of cash flows and the notes to the financial statements, including significant accounting policies.  The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2023 and of the Group's result 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 5

 
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 and financial statements, other than the financial statements and our auditor’s report thereon.  The directors are responsible for the other information contained within the Annual report and financial statements.  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. 


Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:
the information given in the 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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. 

Page 6

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

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  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
 
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. 
 
Page 7

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

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.
A further description of our responsibilities is available 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.



Jeff Fletcher BA (Hons) FCCA (Senior Statutory Auditor)
  
for and on behalf of
CLA Evelyn Partners Limited
 
Statutory Auditors
  
77 Mount Ephraim
Tunbridge Wells
Kent
TN5 6EL

Date: 29 May 2024
Page 8

 
COPA90 LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£000

  

Tax on profit
 6 
(163)
282

Profit for the financial year
  
(163)
282

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(163)
282

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 18 to 26 form part of these financial statements.

Page 9

 
COPA90 LIMITED
REGISTERED NUMBER:05851891

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
  
1
1

  
1
1

Current assets
  

Debtors: amounts falling due within one year
 8 
2
(8,215)

  
2
(8,215)

Total assets less current liabilities
  
 
 
3
 
 
(8,214)

Net assets/(liabilities)
  
3
(8,214)

Difference to be cleared
(166)
8,496

Capital and reserves
  

Profit and loss account
  
(163)
282

Equity attributable to owners of the parent Company
  
(163)
282


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



T. Thirlwall
Director

Date: 24 May 2024

The notes on pages 18 to 26 form part of these financial statements.

Page 10

 
COPA90 LIMITED
REGISTERED NUMBER:05851891

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£000
£000

  

Current assets
  

Debtors: amounts falling due within one year
 8 
2
(8,065)

  
2
(8,065)

Total assets less current liabilities
  
 
 
2
 
 
(8,065)

  

  

Net assets/(liabilities)
  
2
(8,065)

Difference to be cleared
(2)
(1)

Capital and reserves
  

Profit and loss account
  
-
(8,066)

  
-
(8,066)


Page 11

 
COPA90 LIMITED
REGISTERED NUMBER:05851891
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

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. The profits after tax of the parent company is £575 thousand (2022: £2,847 thousand). 
The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 

T. Thirlwall
Director

Date: 24 May 2024

The notes on pages 18 to 26 form part of these financial statements.

Page 12

 
COPA90 LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Profit and loss account
Total equity

£000
£000



Profit for the year
282
282

Difference to be cleared in b/fwd
(282)
(282)



Loss for the year
(163)
(163)


At 31 December 2023
(163)
(163)


The notes on pages 18 to 26 form part of these financial statements.

Page 13

 
COPA90 LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


At 1 January 2022
-
(8,066)
(8,066)

Difference to be cleared in b/fwd
8,066
8,066


The notes on pages 18 to 26 form part of these financial statements.

Page 14

 
COPA90 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£000
£000

Cash flows from operating activities

Profit for the financial year
(163)
282

Adjustments for:

Amortisation of intangible assets
14
1

Depreciation of tangible assets
34
27

Loss on disposal of tangible assets
-
(2)

Interest payable
167
219

Interest received
(25)
(5)

Taxation charge
168
(282)

Decrease/(increase) in debtors
2,784
(3,956)

(Decrease)/increase in creditors
(1,664)
1,590

Net fair value losses recognised in P&L
239
256

Increase/(decrease) in provisions
-
(45)

Net cash generated from operating activities

1,554
(1,915)


Cash flows from investing activities

Purchase of intangible fixed assets
-
(42)

Purchase of tangible fixed assets
(28)
(39)

Sale of tangible fixed assets
2
2

Interest received
25
5

Net cash from investing activities

(1)
(74)

Cash flows from financing activities

Revolving credit facility (repaid)/received
(298)
450

Repayment of loans by cash
(3,462)
-

Interest payable
(167)
(111)

Net cash used in financing activities
(3,927)
339

Net (decrease) in cash and cash equivalents
(2,374)
(1,650)
Page 15

 
COPA90 LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated

2023
2022

£000
£000



Cash and cash equivalents at the end of year
(2,374)
(1,650)

Difference to be cleared
2,374
1,650

Cash and cash equivalents at the end of year comprise:


The notes on pages 18 to 26 form part of these financial statements.

Page 16

 
COPA90 LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
Other non-cash changes
At 31 December 2023
£000

£000

£000

£000

Cash at bank and in hand

-

(1,636)

-

(1,636)

Debt due after 1 year

(1,500)

298

-

(1,202)

Debt due within 1 year

(4,064)

3,462

602

-


(5,564)
2,124
602
(2,838)

The notes on pages 18 to 26 form part of these financial statements.

Page 17

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

COPA90 Limited (the company) is a private 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 judgement 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.

Page 18

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
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.

 
2.4

 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.

 
2.5

 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.

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.

 
2.6

 Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.7

 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.

Page 19

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

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. 
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 £277 thousand (2022: £679 thousand) of accrued income was recognised and £722 thousand (2022: £109 thousand) of deferred income.  
Convertible loan notes 
Convertible loan notes are recognised as financial liabilities at fair value. The directors determine the fair value based on the estimated present value of expected future interest payments. The fair value movement in the year in respect of this financial liability was £239 thousand (2022: £257 thousand). The convertible loan notes matured during the year and therefore at the year end the convertible loan note liability totalled £Nil (2022: £1,799 thousand). Those loan notes not redeemed were converted into equity totalling £838 thousand. 


4.


Employees

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






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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Business operations
56
52
56
52



Administration
9
7
9
7

65
59
65
59

Page 20

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

5.


Directors' remuneration

2023
2022
£000
£000

Directors' emoluments
62
62

62
62


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

During the year, there were purchases of £60 thousand (£60 thousand) from an entity under the control of a director. This amount has been included within directors' remuneration above.


6.


Taxation


2023
2022
£000
£000



Total current tax
-
-


Deferred tax asset recognised in respect of tax losses
163
(282)

Total deferred tax
163
(282)


Taxation on profit on ordinary activities
163
(282)

Analysis Table - Please enter figures in the table above
(163)
282
Page 21

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
6.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£000
£000


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
-
487

Effects of:


Expenses not deductible for tax purposes
60
37

Movement in deferred tax not recognised
152
(296)

Foreign tax on income for the year
5
-

Difference in deferred tax rate applied
10
-

Brought forward losses utilised in the year
(234)
(510)

Total tax charge for the year
(7)
(282)

Analysis Table - Please enter figures in the table above
170


Tax losses

At the balance sheet date, the Group had tax losses carried forward of £22,425 thousand (2022:   £23,419 thousand). See the contingent asset note 23 on the recognition of a deferred tax asset.


7.
Fixed asset investments

The following were subsidiary undertakings of the Company:


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%

All subsidiaries listed above have been included within these consolidated financial statements.


Page 22

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Debtors



2023
2022
£000
£000

Group and Company

Other debtors
2
(8,215)

2
(8,215)


Page 23

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Share-based payments

The company operates two share-based payment plans.
Legacy share option scheme: 
In the past this share option scheme granted options over B Ordinary shares which are exercisable in the event of an exit.  During the year no options were granted (2022: £nil) and 60 options lapsed during the year  (2022: 199). 
As at 31 December 2023 there were outstanding options over 2,537 shares (2022: 2,597) at a weighted average exercise price of £28 per share. The weighted average contractual life was 3 years (2022: 4 years). Of the options outstanding, none were exercisable (2022: None). 
EMI share option plan 2021:
This share plan grants options over D preferred shares which are exercisable in the event of an exit. Details of the movements in the share option pool during the year are shown in the table below. 
 

Weighted Average Exercise Price (£)
2023
Number
2023
Weighted Average Exercise Price (£)
2022
Number
2022

Outstanding at the beginning of the year

0.0006

2,143

0.0005
 
2,125
 
Granted during the year

0.2500

305

0.0051
 
74
 
Lapsed during the year

0.0005

(6)

0.0014
 
(56)
 
Outstanding at the end of the year
0.0318

2,442

0.0006
 
2,143
 

2023
2022

Weighted average share price (£)


0.0318

0.0006
 
Weighted average contractual life (years)


8

9
 
Expected volatility


50%

50%
 
Risk-free interest rate %


1.16

0.86
 
Exercisable


None

None
 


The Black-Scholes option pricing model has been used to calculate the value of the options granted.
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. 

Page 24

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Prior year adjustment

The Directors have reviewed the treatment of the unsecured convertible loan notes and considered that these were previously recognised incorrectly. These unsecured convertible loan notes had previously been recognised as a compound financial instrument but have been restated to be held as a financial liability in accordance with FRS 102 Section 12. 
The comparative information included in these financial statements is therefore restated from the financial statements prepared for the year ended 31 December 2022. In particular, the Convertible debt option reserve of £402 thousand as at 31 December 2021 and 31 December 2022 has been removed and the unsecured convertible loan notes creditor has, as at 31 December 2022, increased from £1,397 thousand to £1,799 thousand. Further, interest of £257 thousand recognised during the year ended 31 December 2022 has been removed and a fair value movement of £257 thousand has been recognised in its place. Therefore, this has resulted in an overall decrease to net assets of £402 thousand as at 31 December 2022.


11.


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 £1,904 thousand have been recognised as a deferred tax asset at the prevailing tax rate. A residual balance of unrelieved tax losses of £20,521 thousand have not been recognised on the basis of the uncertainty of taxable profits beyond this period.


12.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:




2023
2022
£000
£000


Not later than 1 year
145
92
Page 25

 
COPA90 LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Related party transactions

In 2020, unsecured convertible loan notes amounting to £676 thousand were issued to certain shareholders. Interest accrued at 8% per annum, payable on maturity. The loan notes and all rolled-up interest was converted to equity on 17 September  2023.
In 2020, a secured loan note with a principal value of £2,000 thousand, was issued to a shareholder. Interest accrued at 5% per annum payable at maturity. The loan note and all rolled-up interest was settled on 31 October 2023. 
The total remuneration of key management personnel, excluding directors' remuneration, is £841 thousand (2022: £931 thousand). The key management personnel, excluding directors, are considered to be the senior management team. 
During the period, there were purchases of £60 thousand (£60 thousand) from an entity under the control of a director with £12 thousand (£12 thousand) owed to this entity at the balance sheet date. This amount is held within trade creditors. 

 
Page 26