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REGISTERED NUMBER: 07385593 (England and Wales)















Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 December 2023

for

MUBI UK LIMITED

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)






Contents of the Financial Statements
for the year ended 31 December 2023




Page

Company Information 1

Strategic Report 2

Report of the Director 5

Report of the Independent Auditors 7

Income Statement 11

Other Comprehensive Income 12

Balance Sheet 13

Statement of Changes in Equity 14

Cash Flow Statement 15

Notes to the Cash Flow Statement 16

Notes to the Financial Statements 17


MUBI UK LIMITED

Company Information
for the year ended 31 December 2023







DIRECTOR: E Cakarel





REGISTERED OFFICE: 5 New Street Square
London
EC4A 3TW





REGISTERED NUMBER: 07385593 (England and Wales)





AUDITORS: Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Strategic Report
for the year ended 31 December 2023

The director presents his strategic report for the year ended 31 December 2023.

PRINCIPAL ACTIVITY

The principal activity of the company is the provision of an online film platform service and theatrical showings.

OUR PURPOSE

Our purpose is to meet the needs of our customers, delivering the experience and services that matter to them.

Our success as a business depends on delivering value to all our customers and stakeholders. We plan and anticipate what they want and develop products, services and an overall experience that meet their needs.

REVIEW OF BUSINESS
The Company generated income of £15,491k (2022:£14,678k) and made an operating loss of £1,261k (2022: £3,081k).

The key financial highlights are as follows:

Turnover: £15,491k (2022: £14,678k);
Gross profit of £11,517k (2022: £9,140k);
Operating loss of £1,261k (2022: £3,081k); and
Net liabilities of £12,005k (2022: £11,046k).

The Company is part of a connected group of companies headed by Mubi Inc, a company incorporated in the United States of America which provides production and platform services internationally. The company is controlled by Efe Cakarel.


MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Strategic Report
for the year ended 31 December 2023

PRINCIPAL RISKS AND UNCERTAINTIES
There are a number of risks and uncertainties that can impact the performance of the company, some of which are beyond the control of the company and its Board.

The principal risks and uncertainties facing the company are outlined below:

Competitive pressures
The company continually faces competition in each of the sector's in which it has a presence. The competitive environment in any one sector is a function of several factors including the number of competitors, pricing, the economic/demand characteristics of that sector. and the availability of substitute products. While such competitive forces can impact profitability in the short-term the company looks to offset such adverse effects by:
(i) a program of continuous process improvement;
(ii) a permanent emphasis on product enhancement which allows the company's businesses to be a leading-edge provider and, therefore, helps to differentiate itself from competitors, and
(iii) providing a best in class service to customers by offering expert technical support, short delivery times and products that come with a guaranteed performance.

Customer credit risk
As part of the overall service package the company provides credit to customers and as a result there is an associated risk that the customer may not be able to pay outstanding balances. The company has established procedures and credit control policies around managing its Trade debtors and acts where necessary. Trade debtors are primarily managed by a sanction process backed up by the Board. All major outstanding and overdue balances, together with significant potential exposures, are regularly reviewed and concerns are discussed at monthly meetings at which the Board are present. Control systems are in place to ensure that authorisation requests are supported with appropriate and sufficient documentation and are approved at appropriate levels in the organisation.

At the year end, the company was carrying a trade debtors balance of £385,062 (2022: £551,476) expressed net of provisions for default in payment.

Information technology and business continuity
The company uses a range of information technology and decision support systems across its business for efficient processing of orders, control procedures and financial management. These systems are constantly reviewed and updated to meet the needs of the company. Business continuity and disaster recovery planning is regularly assessed and tested to ensure the company is adequately resourced and maintains an appropriately robust environment including preventative processes on cybercrime. This is further mitigated through consequential loss insurance and business continuity plans which are updated regularly.

Data protection and back-up
Failure to comply with data privacy regulations and standards (GDPR) or weakness in internet security may result in a major data privacy breach causing reputational damage to the company's brands and financial loss.

Breach of IT security may cause data to be lost, corrupted or accessed by unauthorised users, impacting the company's reputation. This could give rise to legal or regulatory penalties as well as commercial costs. The company has processes and procedures in place to monitor effectiveness of customer back-up and is continually upgrading security equipment and software and making improvements to physical security processes.

Market conditions
The principal risk affecting the company is the sales performance and the retention of market share to enable the company to continue to generate and grow revenue in future years. The market for entertainment video is intensely competitive and subject to rapid change. Through new and existing distribution channels including subscriptions, transactional and ad-supported models, the company has the potential to capture meaningful segments of the entertainment video market.

As MUBI expands its operations internationally it is managing and adjusting its business to address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and internet video, as well as differing legal and regulatory environments.




MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Strategic Report
for the year ended 31 December 2023


Financial risk
The director has reviewed the financial risk management objectives and policies of the company. The directors do not believe there to be significant risks in this area. The company does not enter into any hedging instruments as there are not believed to be any material exposure. The company does not enter into any financial instruments for speculative purposes. Appropriate trade terms are negotiated with suppliers and customers, Management review these terms, the relationships with suppliers and customers and manages any exposure on normal trade terms.

Brexit
Management continues to closely monitor developments in relation to Brexit and the potential consequential political and economic uncertainties to mitigate risks to the business.

GOING CONCERN
The company has made a loss of £959k (2022: £2,351k) in the current financial year and has a negative balance sheet position showing net liabilities of £12,005k (2022: £11,046k). Of the liabilities owed by the company as at 31 December 2023, £14,645k (2022: £11,995k) is owed to its parent company MUBI, Inc. The liability owed to MUBI, Inc. is included as a long term liability as there is a credit agreement in place that states the parent company is committed to lend the monies until 30 April 2028.

The company has received a letter of support from MUBI, Inc. and a commitment by MUBI, Inc. to lend $20,000,000 to the company was agreed on 30 April 2018. Therefore the director believes that the company has adequate financial resources to continue in operational existence for the foreseeable future.

The director is confident that the company will obtain a stronger financial position in the future as the MUBI brand grows stronger and the number of subscribers in the UK increase. The director also believes that the company is well placed to successfully manage its business risk.

In light of the above, the director has continued to prepare the financial statements on the going concern basis.

FUTURE DEVELOPMENTS
The Director feels that the Company is well placed to continue its growth in subsequent years and continue to grow the number of UK subscribers into the future.

ON BEHALF OF THE BOARD:





E Cakarel - Director


10 September 2024

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Report of the Director
for the year ended 31 December 2023

The director presents his report with the financial statements of the company for the year ended 31 December 2023.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2023.

RESEARCH AND DEVELOPMENT
The company continues to invest in the development of software, database systems and graphic designing in relation to the online film platform service market to ensure it is equipped to deal with continuing developments in this sector. This research and development will ensure that the company is able to evolve with the requirements of its customers.

DIRECTOR
E Cakarel held office during the whole of the period from 1 January 2023 to the date of this report.

POLITICAL DONATIONS AND EXPENDITURE
During the year the company made a charitable donation of £1,000 (2022: £15,500).

DIRECTORS INDEMNITIES
The company has made no qualifying third party indemnity provisions for the benefit of the Director.

DISCLOSURE IN THE STRATEGIC REPORT
Certain matters required by regulation to be dealt with in the annual report have been dealt with in the Strategic Report rather than the Director's Report. These include principle risks and uncertainties, going concern and future developments.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

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

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Report of the Director
for the year ended 31 December 2023


AUDITORS
The auditors, Feist Hedgethorne Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





E Cakarel - Director


10 September 2024

Report of the Independent Auditors to the Members of
MUBI UK Limited

Opinion
We have audited the financial statements of MUBI UK Limited (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.

Material Uncertainty related to Going Concern
In auditing the financial statements, we have concluded that the director's 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
MUBI UK Limited


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 Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, 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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
MUBI UK Limited


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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:

The extent to which the audit was considered capable of detecting irregularities, including fraud

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

- the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
- we identified the laws and regulations applicable to the company through discussions with directors and other
management, and from our commercial knowledge and experience of the film industry;
- we focused on specific laws and regulations which we considered may have a direct material effect on the
financial statements or the operations of the company, including the Companies Act 2006, taxation legislation,
data protection, anti-bribery, employment, environmental and health and safety legislation;
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries
of management and inspecting legal correspondence; and
- identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.

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

- making enquiries of management as to where they considered there was susceptibility to fraud, their
knowledge of actual, suspected and alleged fraud; and
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and

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

- performed analytical procedures to identify any unusual or unexpected relationships;
- tested journal entries to identify unusual transactions;
- assessed whether judgements and assumptions made in determining the accounting estimates were indicative
of potential bias; and
- investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;
- enquiring of management as to actual and potential litigation and claims.

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

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


Report of the Independent Auditors to the Members of
MUBI UK Limited

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

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Christopher Morey (Senior Statutory Auditor)
for and on behalf of Feist Hedgethorne Limited
Statutory Auditors
Chartered Accountants
Preston Park House
South Road
Brighton
East Sussex
BN1 6SB

10 September 2024

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Income Statement
for the year ended 31 December 2023

2023 2022
as restated
Notes £    £   

TURNOVER 15,491,647 14,677,777

Cost of sales (3,974,286 ) (5,538,166 )
GROSS PROFIT 11,517,361 9,139,611

Administrative expenses (12,791,647 ) (12,407,605 )
(1,274,286 ) (3,267,994 )

Other operating income 13,641 187,290
OPERATING LOSS 4 (1,260,645 ) (3,080,704 )

Interest receivable and similar income 2 -
(1,260,643 ) (3,080,704 )

Interest payable and similar expenses 5 (223,423 ) (240,074 )
LOSS BEFORE TAXATION (1,484,066 ) (3,320,778 )

Tax on loss 6 524,594 969,142
LOSS FOR THE FINANCIAL YEAR (959,472 ) (2,351,636 )

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Other Comprehensive Income
for the year ended 31 December 2023

2023 2022
as restated
Notes £    £   

LOSS FOR THE YEAR (959,472 ) (2,351,636 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(959,472

)

(2,351,636

)

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Balance Sheet
31 December 2023

2023 2022
as restated
Notes £    £   
FIXED ASSETS
Intangible assets 9 231,150 65,169
Tangible assets 10 218,624 164,256
449,774 229,425

CURRENT ASSETS
Debtors 11 2,534,799 2,435,394
Cash at bank 4,173,617 1,297,771
6,708,416 3,733,165
CREDITORS
Amounts falling due within one year 12 (4,518,150 ) (3,013,653 )
NET CURRENT ASSETS 2,190,266 719,512
TOTAL ASSETS LESS CURRENT
LIABILITIES

2,640,040

948,937

CREDITORS
Amounts falling due after more than one
year

13

(14,645,444

)

(11,994,869

)
NET LIABILITIES (12,005,404 ) (11,045,932 )

CAPITAL AND RESERVES
Called up share capital 15 1,000 1,000
Retained earnings 16 (12,006,404 ) (11,046,932 )
SHAREHOLDERS' FUNDS (12,005,404 ) (11,045,932 )

The financial statements were approved by the director and authorised for issue on 10 September 2024 and were signed by:





E Cakarel - Director


MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Statement of Changes in Equity
for the year ended 31 December 2023

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 January 2022 1,000 (8,695,296 ) (8,694,296 )

Changes in equity
Total comprehensive income - (2,351,636 ) (2,351,636 )
Balance at 31 December 2022 1,000 (11,046,932 ) (11,045,932 )

Changes in equity
Total comprehensive income - (959,472 ) (959,472 )
Balance at 31 December 2023 1,000 (12,006,404 ) (12,005,404 )

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Cash Flow Statement
for the year ended 31 December 2023

2023 2022
as restated
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 (974,721 ) (3,150,313 )
Tax paid 970,129 544,242
Net cash from operating activities (4,592 ) (2,606,071 )

Cash flows from investing activities
Purchase of intangible fixed assets (286,800 ) (368,880 )
Purchase of tangible fixed assets (155,901 ) (149,679 )
Sale of tangible fixed assets - 1,332
Interest received 2 -
Net cash from investing activities (442,699 ) (517,227 )

Cash flows from financing activities
Intercompany loan movements 3,323,137 (682,498 )
Net cash from financing activities 3,323,137 (682,498 )

Increase/(decrease) in cash and cash equivalents 2,875,846 (3,805,796 )
Cash and cash equivalents at beginning of
year

2

1,297,771

5,103,567

Cash and cash equivalents at end of year 2 4,173,617 1,297,771

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Cash Flow Statement
for the year ended 31 December 2023

1. RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM OPERATIONS
2023 2022
as restated
£    £   
Operating loss (1,260,645 ) (3,080,704 )
Depreciation charges 222,353 384,255
Loss on disposal of fixed assets - 250
Accrued finance costs (223,423 ) (240,074 )
(1,261,715 ) (2,936,273 )
(Increase)/decrease in trade and other debtors (541,530 ) 54,487
Increase/(decrease) in trade and other creditors 828,524 (268,527 )
Cash generated from operations (974,721 ) (3,150,313 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 4,173,617 1,297,771
Year ended 31 December 2022
31.12.22 1.1.22
as restated
£    £   
Cash and cash equivalents 1,297,771 5,103,567


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.23 Cash flow At 31.12.23
£    £    £   
Net cash
Cash at bank 1,297,771 2,875,846 4,173,617
1,297,771 2,875,846 4,173,617
Total 1,297,771 2,875,846 4,173,617

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements
for the year ended 31 December 2023

1. STATUTORY INFORMATION

MUBI UK Limited is a private company, limited by shares, registered in England and Wales. The company's registered number, registered office address and business address can be found on the Company Information page. The Company's registered address and business address is the same.

The presentation and the functional currency of the financial statements is the Pound Sterling (£). Monetary amounts in these financial statements are rounded to the nearest pound.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with FRS 102 ·The Financial Reporting Standard applicable in the UK and Republic of Ireland" ("FRS 102") and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

Significant judgements and estimates
Preparation of the financial statements requires management to make significant judgements and estimates and these estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The items in the financial statements where these judgements and estimates have been made include, but are not limited to, the useful economic life of tangible fixed assets, the depreciation of these assets and the recoverability of debtors.

Revenue recognition
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, is shown net of VAT. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from subscriptions is immediately recognised and deferred in relation to the period of subscription. Management fee income is recognised at the end of the year in which the services have been provided. Theatrical release income and technology services revenue are recognised at the time the service has been provided. Ancillary revenue is recognised at the time the sales have been made.

Intangible assets
License fees are capitalised at their fair value and are amortised over their useful economic life, which is the length of the license. This varies from license to license.

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended by management.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold- 20% on cost
Fixtures and fittings- 20% on cost
Computer equipment- 33% on cost

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.

A research and development tax credit is recognised in debtors when it is probable that a tax credit in relation to research and development carried out will be received.

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
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 the Income Statement when they fall due. Amounts not paid are shown in accruals as a liability on the Balance Sheet. The assets of the plan are held separately from the company in independently administered funds.

Impairment
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an Impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

3. EMPLOYEES AND DIRECTORS
2023 2022
as restated
£    £   
Wages and salaries 6,575,036 5,506,923
Social security costs 748,680 656,367
Other pension costs 115,191 99,937
7,438,907 6,263,227

The average number of employees during the year was as follows:
2023 2022
as restated

Director 1 1
Staff 124 109
125 110

2023 2022
as restated
£    £   
Director's remuneration 221,303 250,800
Director's pension contributions to money purchase schemes 1,068 1,321

Information regarding the highest paid director is as follows:
2023 2022
as restated
£    £   
Emoluments etc 221,303 250,800
Pension contributions to money purchase schemes 1,068 1,321

4. OPERATING LOSS

The operating loss is stated after charging/(crediting):

2023 2022
as restated
£    £   
Other operating leases 345,082 189,090
Depreciation - owned assets 101,533 80,543
Loss on disposal of fixed assets - 250
Patents and licences amortisation 120,819 303,711
Auditors' remuneration 8,778 8,170
Foreign exchange differences (540,006 ) 1,577,544
Director's remuneration 221,303 287,241

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
as restated
£    £   
Other loan interest 223,423 240,074

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

6. TAXATION

Analysis of the tax credit
The tax credit on the loss for the year was as follows:
2023 2022
as restated
£    £   
Current tax:
R&D tax credit (524,594 ) (970,056 )
R&D tax credit over-provision - 914

Tax on loss (524,594 ) (969,142 )

7. PRIOR YEAR ADJUSTMENT

Due to a change in the company business model, the company now offer films for the entire license period rather than their previous 30 day business model. Following this change the company has decided to show licence fees as an intangible asset rather than the previous treatment of releasing to cost of sales. The prior year accounts have been amended which has resulted in no change to brought forward retained earnings, a decrease in prepayments of £65,169 and an inclusion of licence fees with a net book value of £65,169.

8. GOVERNMENT GRANTS

2023 2022

£ £

Grant income recognised in the year - 162,764

9. INTANGIBLE FIXED ASSETS
Patents
and
licences
£   
COST
At 1 January 2023 368,880
Additions 286,800
At 31 December 2023 655,680
AMORTISATION
At 1 January 2023 303,711
Amortisation for year 120,819
At 31 December 2023 424,530
NET BOOK VALUE
At 31 December 2023 231,150
At 31 December 2022 65,169

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

10. TANGIBLE FIXED ASSETS
Fixtures
Short and Computer
leasehold fittings equipment Totals
£    £    £    £   
COST
At 1 January 2023 16,055 195,223 225,492 436,770
Additions - 46,575 109,326 155,901
At 31 December 2023 16,055 241,798 334,818 592,671
DEPRECIATION
At 1 January 2023 16,055 116,670 139,789 272,514
Charge for year - 36,350 65,183 101,533
At 31 December 2023 16,055 153,020 204,972 374,047
NET BOOK VALUE
At 31 December 2023 - 88,778 129,846 218,624
At 31 December 2022 - 78,553 85,703 164,256

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
as restated
£    £   
Trade debtors 385,062 551,476
Amounts owed by group undertakings 376,653 373,243
Other debtors 206,243 97,670
Corporation tax repayable 524,594 970,129
Other taxes and social security 307,222 86,029
Prepayments 735,025 356,847
2,534,799 2,435,394

Included in other debtors is corporation tax recoverable in relation to the research and development claim totalling £524,593 (2022: £970,056).

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
as restated
£    £   
Trade creditors 1,083,652 438,407
Amounts owed to group undertakings 2,644,854 1,968,881
Other taxes and social security 284,828 224,120
Other creditors 29,651 -
Director's loan account 624 624
Accrued expenses 49,854 23,136
Deferred income 424,687 358,485
4,518,150 3,013,653

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
as restated
£    £   
Amounts owed to group undertakings 14,645,444 11,994,869

14. LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:
2023 2022
as restated
£    £   
Within one year 260,606 191,333
Between one and five years 267,478 128,167
528,084 319,500

The total fixed lease payments recognised as an expense is £288,526 (2022: £180,353).

15. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: as restated
£    £   
1,000 Ordinary £1 1,000 1,000

16. RESERVES
Retained
earnings
£   

At 1 January 2023 (11,046,932 )
Deficit for the year (959,472 )
At 31 December 2023 (12,006,404 )

17. RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the MUBI group.

18. ULTIMATE CONTROLLING PARTY

The company's ultimate parent undertaking is MUBI, Inc. (F/K/A BAZAAR, Inc.), a company incorporated in the United States of America. The company's ultimate controlling party is Efe Cakarel.

The largest and smallest group in which the results of the company are consolidated is that headed by MUBI, Inc. The consolidated financial statements of this group may be obtained from MUBI, Inc., 215 Park Avenue South FL12, Suite #12, New York, NY 10003.

MUBI UK LIMITED (REGISTERED NUMBER: 07385593)

Notes to the Financial Statements - continued
for the year ended 31 December 2023

19. EQUITY RESERVE

Share capital - This represents the nominal value of shares that have been issued.

Retained earnings - Includes all current and prior period retained profits and losses.

20. SHARE OPTIONS

Some employees of the company hold share options in the parent company, Mubi, Inc.