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Registered number: 09736691









TIN ROOF MEDIA LTD









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
TIN ROOF MEDIA LTD
 
 
COMPANY INFORMATION


Directors
M T Fleming 
D J Chambers 
J Kershaw 
R W L Henwood 
U Streib 
H C Veale (resigned 31 January 2024)
L J Mansfield (resigned 31 December 2023)




Company secretary
M T Fleming



Registered number
09736691



Registered office
Charles Ogilvie
Bankstock Building

42-44 De Beauvoir Crescent, 2nd Floor

London

N1 5SB




Independent auditors
Ecovis Wingrave Yeats LLP
Chartered Accountants & Statutory Auditors

3rd Floor, Waverley House

7-12 Noel Street

London

W1F 8GQ





 
TIN ROOF MEDIA LTD
 

CONTENTS



Page
Group strategic report
 
1
Directors' report
 
2 - 3
Independent auditors' report
 
4 - 7
Consolidated statement of comprehensive income
 
8
Consolidated balance sheet
 
9 - 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
Consolidated analysis of net debt
 
15
Notes to the financial statements
 
16 - 37


 
TIN ROOF MEDIA LTD
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The principal activity of the Group is the provision of TV production and distribution services for traditional broadcasters and online platforms.

Business review
 
Tin Roof Media is a diverse media group incorporating two TV production labels in Blink Films and Outline Productions. The Group brings together some of the most respected and talented people in the TV sector to produce award-winning factual programmes with a global reach.
During the year, the Group produced programmes for Netflix, Paramount+, Channel 4, Discovery and Channel 5 amongst others from offices in London and Wales.
Creatively and operationally the Group is well positioned for the 2024 financial year, having shown resilience in spite of the disruption caused by a challenging year in the TV production sector. Revenue and gross margin is expected to grow in the next twelve months.
The Group is consistently cash generative and expects to meet its liabilities as they fall due in the near future.

Principal risks and uncertainties
 
Like many companies in the industry, Tin Roof Media is exposed to a variety of commercial, financial and operational risks.
Management operates strong financial discipline on costs and robust internal controls are in place to minimise cost overruns and cover unforeseen events that may impact production schedules.
Management regularly review key performance indicators such as revenue, gross profit, cash flow and contracted sales versus budgeted sales.

Financial key performance indicators
 
The Group uses the following key performance indicators to assess the performance and position of the company: 

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The Group continued to trade strongly and show a robust financial performance despite the challenges faced in the sector as a whole.




This report was approved by the board on 20 September 2024 and signed on its behalf.


M T Fleming
Director

Page 1

 
TIN ROOF MEDIA LTD
 
 
 
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.

Principal activity

The principal activity of the Company is that of a holding company for the Group.
The principal activity of the Group is the provision of TV production and distribution services. 

Directors

The directors who served during the year were:

M T Fleming 
D J Chambers 
J Kershaw 
R W L Henwood 
U Streib 
H C Veale (resigned 31 January 2024)
L J Mansfield (resigned 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 judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Post balance sheet events

On 15 April 2024 the Company acquired a further 18% of the Ordinary share capital in Outline Productions Limited, at par.

Page 2

 
TIN ROOF MEDIA LTD
 
 
 
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.

This report was approved by the board on 20 September 2024 and signed on its behalf.
 





M T Fleming
Director

Page 3

 
TIN ROOF MEDIA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIN ROOF MEDIA LTD
 

Opinion


We have audited the financial statements of Tin Roof Media Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the 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 2023 and of the Group's 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 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 4

 
TIN ROOF MEDIA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIN ROOF MEDIA LTD (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 ReportOur 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 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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 5

 
TIN ROOF MEDIA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIN ROOF MEDIA LTD (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 considered our general commercial and sector experience and held a discussion with the Directors and other management personnel to identify laws and regulations that could reasonably be expected to have a material effect on the financial statements.
We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework (Section 1A of Financial Reporting Standard 102 and the Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the Company operates.
We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
In addition, there are other significant laws and regulations which may have an affect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to environmental, occupational health and safety, General Data Protection Regulation (GDPR), fraud, bribery and corruption. For these laws and regulations, the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Actual or suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as a key audit risk.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with a number of individuals, including with individuals outside of the finance function, and conducted interviews to understand where they considered there was susceptibility to fraud. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to areas of estimate and judgement in the financial statements.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above. In addition to the audit procedures, we remained alert to any indications of non-compliance throughout the audit. The specific audit procedures performed included:
°Review of Board minutes;
°Review of correspondence received from regulatory bodies;
°Review of large and unusual bank transactions;
°Challenging assumptions and judgements made by management in its significant accounting estimates, and identifying and testing journal entries;
°Review of legal and professional fee expenditure;
°Review of manual journal entires posted in he period including specific key word searches, related party transactions and large and unusual items.

 
There are inherent limitations of an audit. There is a higher risk that irregularities, including fraud, will not be
Page 6

 
TIN ROOF MEDIA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TIN ROOF MEDIA LTD (CONTINUED)


detected during the audit as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. The primary responsibility for the prevention and detection of non compliance with all laws and regulations and fraud lies with both those charged with governance of the entity and management.


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.





Kate Barekati (Senior statutory auditor)
  
for and on behalf of
Ecovis Wingrave Yeats LLP
 
Chartered Accountants & Statutory Auditors
  
3rd Floor, Waverley House
7-12 Noel Street
London
W1F 8GQ

20 September 2024
Page 7

 
TIN ROOF MEDIA LTD
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£000
£000

  

Turnover
     4 
10,253
16,685

Cost of sales
  
(7,775)
(12,907)

Gross profit
  
2,478
3,778

Administrative expenses
  
(2,626)
(2,766)

Exceptional items
 10 
(527)
(188)

Amortisation
  
(84)
(131)

Operating (loss)/profit
  
(759)
693

Interest receivable and similar income
 7 
2
-

Interest payable and expenses
 8 
(244)
(268)

(Loss)/profit before taxation
  
(1,001)
425

Tax on (loss)/profit
 9 
12
6

(Loss)/profit for the financial year
  
(989)
431

(Loss)/profit for the year attributable to:
  

Non-controlling interests
  
103
28

Owners of the parent Company
  
(1,092)
403

  
(989)
431

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

The notes on pages 16 to 37 form part of these financial statements.

Page 8

 
TIN ROOF MEDIA LTD
REGISTERED NUMBER: 09736691

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Intangible assets
 12 
249
333

Tangible assets
 13 
198
242

  
447
575

Current assets
  

Debtors: amounts falling due within one year
 15 
1,192
2,913

Cash at bank and in hand
  
907
1,164

  
2,099
4,077

Creditors: amounts falling due within one year
 16 
(3,587)
(4,772)

Net current liabilities
  
 
 
(1,488)
 
 
(695)

Total assets less current liabilities
  
(1,041)
(120)

Creditors: amounts falling due after more than one year
 17 
(1,089)
(1,536)

Provisions for liabilities
  

Deferred taxation
 18 
(155)
(167)

Other provisions
 19 
(527)
-

  
 
 
(682)
 
 
(167)

Net liabilities
  
(2,812)
(1,823)


Capital and reserves
  

Called up share capital 
 20 
-
-

Share premium account
 21 
2,265
2,265

Profit and loss account
  
(5,198)
(4,106)

Equity attributable to owners of the parent Company
  
(2,933)
(1,841)

Non-controlling interests
  
121
18

  
(2,812)
(1,823)


Page 9

 
TIN ROOF MEDIA LTD
REGISTERED NUMBER: 09736691
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 September 2024.




M T Fleming
Director

The notes on pages 16 to 37 form part of these financial statements.

Page 10

 
TIN ROOF MEDIA LTD
REGISTERED NUMBER: 09736691

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£000
£000

Fixed assets
  

Investments
 14 
3,916
3,916

  
3,916
3,916

Current assets
  

Debtors: amounts falling due within one year
 15 
1,349
1,063

Cash at bank and in hand
  
9
7

  
1,358
1,070

Creditors: amounts falling due within one year
 16 
(7,566)
(6,048)

Net current liabilities
  
 
 
(6,208)
 
 
(4,978)

Total assets less current liabilities
  
(2,292)
(1,062)

  

Creditors: amounts falling due after more than one year
 17 
(1,089)
(1,536)

  

Net liabilities
  
(3,381)
(2,598)


Capital and reserves
  

Called up share capital 
 20 
-
-

Share premium account
 21 
2,265
2,265

Profit and loss account
  
(5,646)
(4,863)

  
(3,381)
(2,598)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 September 2024.


M T Fleming
Director

The notes on pages 16 to 37 form part of these financial statements.

Page 11

 

 
TIN ROOF MEDIA LTD


 

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



Called up share capital
Share premium account
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£000
£000
£000
£000
£000
£000



At 1 January 2022
-
2,265
(4,509)
(2,244)
(10)
(2,254)



Comprehensive income for the year


Profit for the year
-
-
403
403
28
431

Total comprehensive income for the year
-
-
403
403
28
431





At 1 January 2023
-
2,265
(4,106)
(1,841)
18
(1,823)



Comprehensive income for the year


Loss for the year
-
-
(1,092)
(1,092)
103
(989)

Total comprehensive income for the year
-
-
(1,092)
(1,092)
103
(989)



At 31 December 2023
-
2,265
(5,198)
(2,933)
121
(2,812)



The notes on pages 16 to 37 form part of these financial statements.

Page 12

 
TIN ROOF MEDIA LTD
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000


At 1 January 2022
-
2,265
(3,893)
(1,628)


Comprehensive income for the year

Loss for the year
-
-
(970)
(970)
Total comprehensive income for the year
-
-
(970)
(970)



At 1 January 2023
-
2,265
(4,863)
(2,598)


Comprehensive income for the year

Loss for the year
-
-
(783)
(783)
Total comprehensive income for the year
-
-
(783)
(783)


At 31 December 2023
-
2,265
(5,646)
(3,381)


The notes on pages 16 to 37 form part of these financial statements.

Page 13

 
TIN ROOF MEDIA LTD
 

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

2023
2022
£000
£000

Cash flows from operating activities

(Loss)/profit for the financial year
(989)
431

Adjustments for:

Amortisation of intangible assets
84
131

Depreciation of tangible assets
47
55

Interest charge
244
268

Interest income
(2)
-

Taxation charge
(12)
(6)

Decrease/(increase) in debtors
1,721
(736)

(Decrease)/increase in creditors
(1,218)
825

Increase in provisions
527
-

Net cash generated from operating activities

402
968


Cash flows from investing activities

Purchase of tangible fixed assets
(4)
(25)

Sale of tangible fixed assets
-
7

Interest received
2
-

Net cash from investing activities

(2)
(18)

Cash flows from financing activities

Repayment of loans
(413)
(551)

Interest paid
(244)
(268)

Net cash used in financing activities
(657)
(819)

Net (decrease)/increase in cash and cash equivalents
(257)
131

Cash and cash equivalents at beginning of year
1,164
1,033

Cash and cash equivalents at the end of year
907
1,164


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
907
1,164

907
1,164


The notes on pages 16 to 37 form part of these financial statements.

Page 14

 
TIN ROOF MEDIA LTD
 

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




At 1 January 2023
Cash flows
At 31 December 2023
£000

£000

£000

Cash at bank and in hand

1,164

(257)

907

Debt due after 1 year

(1,536)

447

(1,089)

Debt due within 1 year

(413)

(34)

(447)


(785)
156
(629)

The notes on pages 16 to 37 form part of these financial statements.

Page 15

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Tin Roof Media Ltd is a private company, limited by shares, incorporated in England and Wales, registration number 09736691. The registered office is Charles Ogilvie, Bankstock Building, 42-44 De Beauvoir Crescent, 2nd Floor, London, N1 5SB. The Group consists of Tin Roof Media Limited and its subsidiaries. 
The principal activity of the Company is that of a holding company for the Group.
The principal activity of the Group during the year was that of the provision of TV production and distribution services. 

2.Accounting policies

  
2.1

Accounting convention

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 financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £1,000. 
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 Company's accounting policies (see note 3).
The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements incorporate those of Tin Roof Media Ltd and its subsidiaries (i.e. entities that the Group controls through its power to govern the financial and operating policies    to obtain economic benefits). Acquired subsidiaries are consolidated using the purchase method. Results are incorporated from the date that control passes. All financial statements are made up to 31 December 2023. 
All intra-group transactions, balances and unrealised gains on transactions between group entities are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the assets transferred. 
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group. 
These financial statements represent the largest and smallest group of which the Company is a member for which the Group accounts are prepared. 

 
2.3

Going concern

The Group has made a loss before tax for the year of £1,001,000 (2022 - profit before tax £425,000) and has a net liabilities of £2,812,000 (2022 - net liabilities of £1,823,000) at the balance sheet date. Included within net liabilities are cash reserves totalling £907,000 (2022 - £1,164,000). Within creditors falling due within one year are loan notes totalling £1,442,000 (2022 - £1,346,000). The loan note holders have confirmed that they will not seek repayment until such time that the Company has funds available to do so.  
Page 16

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.3
Going concern (continued)


The directors have prepared detailed forecasts to 31 December 2024 and beyond, which show that the Group is committed to improving the balance sheet position year on year; in 2023 the consolidated results show a return to being loss making and reduction in Group  revenues, affecting the profitability reducing  cash generated in 2023. However, the Group has a strong reputation in the marketplace for producing high-quality content and the directors have no reason to believe that they will not continue to win new commissions. The forecast obtained suggests that the group will return to be profitable.

The directors are committed to ensuring that the Company continues to meet its liabilities as and when they fall due for a period of at least 12 months from the date of approval of these financial statements, and therefore consider it appropriate that these financial statements be prepared on the going concern basis..

  
2.4

Turnover

Revenue is recognised when it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable from customers, net of trade discounts, VAT and other sales related taxes. 
Production revenue comprises broadcaster license fees and other pre-sales receivable for work carried out in producing television programmes. 
To the extent that they meet the requirements of FRS102 certain customer-specific production contracts are reported using the percentage-of-completion method. 
In this method, revenues and gains on customer-specific contracts are recognised based on the stage of completion of the respective project concerned. The percentage of completion is      calculated as the ratio of the contract costs incurred up until the end of the year to the total     estimated project costs (cost-to-cost method). Irrespective of the extent to which a project has      been completed, losses resulting from customer-specific contracts are immediately recognised in    full in the year in which the loss is identified. Gross profit on production activity is recognised over    the year of the production. 
Overspends on productions are recognised as they arise and underspends are recognised on completion of the productions. 
Distribution revenue includes sums receivable from all exploitation of programmes in which the Company owns rights and is recognised when all the following criteria have been met:
i) an agreement has been executed by both parties
ii) the programme is available for deliver; and 
iii) the arrangements are fixed and determinable. 
Revenue from the exploitation of programme rights is recognised when receivable. The associated costs are recognised in cost of sales at the same point. 

Page 17

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.5

Production costs

In most cases, when the Group is commissioned to make a programme by a broadcaster, the broadcaster pays a licence fee for the programme in their own territory and the Group retains the right to exploit the programme elsewhere. 

  
2.6

Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Development expenditure is written off in the same way unless the directors are satisfied as to the technical, commercial and financial viability of individual projects. In this situation, the expenditure is      capitalised within other intangible assets and amortised. 

  
2.7

Intangible assets - goodwill

Goodwill is capitalised and written off using the reducing balance method over 5 years as, in the opinion of the directors, this represents the period over which the goodwill is expected to give rise    to economic benefits. 

  
2.8

Intangible assets - other intangible fixed assets on business combinations

Business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. 
Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable. The intangible assets are in respect of the customer relationships, brand and distribution catalogue acquired. 
Amortisation is recognised to write off the cost of assets less their residual values over their useful lives on the following basis:
The above periods are considered reasonable based on past performance of the revenues associated with the brand and catalogue. Customer relationships are based on an expectation of how long past relationships last. 
          Brands                                        -                  Over 11 years straight line
          Distribution catalogue                 -                  Over 11 years straight line
          Customer relationships               -                  Over 7 years straight line
The Group has chosen not to recognise any separate intangible assets as part of the Outline acquisition which took place during the year as the future revenue streams arising from contractual relationships and the bank catalogue  in place at the acquisition date were deemed by the directors to have an immaterial value on acquisition.

Page 18

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

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 and reducing balance method.

Depreciation is recognised to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
-
10%
straight line
Camera & office equipment
-
20%
reducing balance

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.10

Valuation of investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss. 
A subsidiary is an entity controlled by the Company. Control is the power given to govern the financial and operating policies of the entity to obtain benefits from its activities. 

  
2.11

Impairment of fixed assets

At each reporting end date, the Company reviews the carrying amounts of its tangible and intangible 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 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. 

Page 19

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.12

Cash and cash equivalents

Cash and cash equivalents are basic financial instruments 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. 

  
2.13

Financial instruments

The Group has elected to apply the provisions of Section 11, 'Basic Financial Instruments' and Section 12 'Other Financial Instruments' of FRS 102 to all its financial instruments. 
Financial instruments are recognised when the Group 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 trade and other receivables, loans to fellow group companies 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.  
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date. 
Financial assets are impaired when there is objective evidence that, because of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in profit or loss. 
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. 
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. 

Page 20

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

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 Group after deducting all its liabilities. 
Basic financial liabilities 
Basic financial liabilities, including trade and other payables and loans from fellow group companies that are classified as debt, 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. 
Debt instruments are subsequently carried at amortised cost using the effective interest rate method. 
Other financial liabilities
Deferred consideration has been initially measured at amortised costs by discounting to present value. The unwinding of the discounted balance is charged to the profit or loss account. 
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire. 

  
2.14

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. 

  
2.15

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. 

Page 21

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.16

Retirement benefits

The Group operates a defined contribution scheme for the benefit of its employees. The amount charged to profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually payable are shown as either accruals or prepayments. 

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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

  
2.17

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases. 
Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed. 
Rent free periods or other incentives received for entering into an operating lease are accounted for as a reduction to the expense and are recognised on a straight-line basis over the lease term. 

  
2.18

Foreign exchange

Transactions in currencies other than the functional currency (foreign currency) are initially recorded at the exchange rate prevailing on the date of the transaction. 
Monetary assets and liabilities denominated in foreign currencies are translates at the rate of exchange ruling at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rate ruling at the date or the transaction, or, if the asset or liability is measured at fair value, the rate when that fair value was determined. 
All translation differences are taken to profit or loss, except to the extent that they relate to gains or losses on non-monetary items recognised in other comprehensive income, when the related translation gain or loss is also recognised in other comprehensive income. Translation differences on the assets and liabilities of overseas subsidiaries are recognised in other comprehensive income. 

  
2.19

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 22

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.20

Taxation

The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable. Current and deferred tax is charged or credited to the profit or loss, except when it relates to items charged or credited to other comprehensive income or equity, when the tax follows the transaction or event it relates to and is also charged or credited to other comprehensive income, or equity. 
Current tax assets and current tax liabilities and deferred tax assets and deferred tax liabilities are offset, if and only if, there is a legally enforceable right to set off the amounts and the entity intends either to settle on the net basis or to realise the asset and settle the liability simultaneously. 
Current tax is based on taxable profit for the year. Taxable profit differs from total comprehensive income because it includes items of income or expense that are taxable or deductible in other periods. Current tax assets and liabilities are measured using tax rates that have been enacted or substantively enacted by the reporting date. 
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured at the average tax rates that are expected to apply in the periods in which timing differences are expected to reverse, based on tax rates and laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis. 

 
2.21

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 profit or loss 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.

Page 23

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Useful economic life and impairment of intangible fixed assets
Goodwill and the intangible assets identified and valued on the business combinations are deemed to be fully recoverable from future trading and the directors have deemed these assets to have appropriate useful economic lives.
Useful economic life and impairment of tangible fixed assets
Fixed assets are depreciated over their useful lives taking into account residual values, where appropriate.  The actual lives of the assets are assessed annually and may vary depending on a number of factors.  In re-assessing asset lives, factors such as technological innovation are taken into account.  Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Deferred tax asset
The Company and Group have not recorded a deferred tax asset relating to the accumulated losses and other deductions of the Company as there is uncertainty as to when future profits will arise within the Company and the Group.
Revenue recognition
Management continually assess the projected total costs of each production. On the basis of these estimates, revenue is recognised.
Where productions are in progress at the period end and where billing exceeds the value of the work done, the excess is classified as deferred income. Where billing is less than the value of work done, the excess is classified as accrued income.


4.


Turnover

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


2023
2022
£000
£000



Production revenue
8,929
14,783

Distribution revenue
1,170
1,488

Other revenue
154
414

10,253
16,685

Page 24

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover (continued)

Analysis of turnover by country of destination:


2023
2022
£000
£000



United Kingdom
4,875
6,921

Rest of the world
5,378
9,764

10,253
16,685


5.


Employees

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Wages and salaries
1,559
1,681
340
464

Social security costs
204
229
49
67


1,763
1,910
389
531


The average monthly numbers of persons (including directors) employed by the Company during the   year was 7  (2022 - 7).

The average monthly number of persons (including directors) employed by the Group during the year was as follows:


        2023
        2022
            No.
            No.







Office management
10
10



Production staff
37
52

47
62

Page 25

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Directors' remuneration

2023
2022
£000
£000



Directors' emoluments
820
945

Directors' pension costs
41
35

861
980

During the year retirement benefits were accruing to 4 directors (2022 - 4) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £126,000 (2022 - £128,000).


7.


Interest receivable

2023
2022
£000
£000


Other interest receivable
2
-

2
-


8.


Interest payable and similar expenses

2023
2022
£000
£000


Bank interest payable
3
2

Other loan interest payable
241
266

244
268

Page 26

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Taxation


2023
2022
£000
£000


Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(11)
(5)

Changes to tax rates
(1)
(1)

Total deferred tax
(12)
(6)


Taxation on loss on ordinary activities
(12)
(6)
Page 27

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.Taxation (continued)


Factors that may affect future tax charges

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19.00%). The differences are explained below:

2023
2022
£000
£000


(Loss)/profit on ordinary activities before tax
(1,001)
425


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19.00%)
(227)
81

Effects of:


Expenses not deductible for tax purposes
2
2

Capital allowances for year in excess of depreciation
-
5

Group relief surrendered/(claimed)
-
(276)

Adjustments to tax charge in respect of prior periods
(1)
-

Other timing differences leading to an increase (decrease) in taxation
138
(1)

Remeasurement of deferred tax
(6)
-

Deferred tax not recognised
82
183

Total tax charge for the year
(12)
(6)


Factors that may affect future tax charges

The Group has taxable losses carried forward at 31 December 2023 of £2,839,000 (2022 - £2,641,000). A deferred tax asset has not been recognised on these on the basis that there is uncertainty over whether taxable profits will be generated across the Group in the foreseeable future.


10.


Exceptional items

2023
2022
£000
£000


Abandoned production write-off
-
188

Onerous contract
527
-

527
188

Page 28

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Parent company profit for the year

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 loss after tax of the parent Company for the year was £783,000 (2022 - £970,000).


12.


Intangible assets

Group





Customer relationships
Distribution catalogue
Brand
Goodwill
Total

£000
£000
£000
£000
£000



Cost


At 1 January 2023
249
667
224
1,325
2,465



At 31 December 2023

249
667
224
1,325
2,465



Amortisation


At 1 January 2023
246
422
139
1,325
2,132


Charge for the year
3
61
20
-
84



At 31 December 2023

249
483
159
1,325
2,216



Net book value



At 31 December 2023
-
184
65
-
249



At 31 December 2022
3
245
85
-
333

Page 29

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
           12.Intangible assets (continued)

The above intangible assets relate to the acquisition of Blink Entertainment Limited ("Blink") and its subsidiaries in the year ended 31 December 2016 and the acquisition of Outline Productions Limited in
the year ended 31 December 2017.
The Blink customer relationship intangible asset represents the expected value to be derived from noncontractual customer relationships in place at the acquisition date. The estimated life for customer relationships is seven years based on the estimated life of the non-contractual relationships.
The Blink distribution catalogue intangible asset represents the expected value to be derived from the catalogue asset based on the expected cash inflows by programme title compiled by the directors based on past performance. The estimated life for customer relationships is eleven years based on the lifetime of past title sales.
The Blink brand intangible asset represents the expected value to be derived from the brand. The estimated life for the brand is eleven years based on the lifetime of past title sales forecast by the directors.
Goodwill on consolidation arises on the excess of the cost of acquisition over the fair value of the net assets acquired. Goodwill relates primarily to the expected value to be derived from non-contractual new customer relationships and skilled workforce and is amortised over five years.
The directors have assessed whether there are any indicators of impairment against the carrying value of goodwill. The cash-generating unit of Blink Entertainment and its subsidiaries, which included the goodwill intangible assets and other net assets, was reviewed for impairment during the year using a discounted cash flow model. The directors concluded that no impairment was necessary.


Page 30

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets

Group






Short-term leasehold property
Camera and office equipment
Total

£000
£000
£000



Cost or valuation


At 1 January 2023
169
460
629


Additions
-
4
4



At 31 December 2023

169
464
633



Depreciation


At 1 January 2023
94
293
387


Charge for the year
13
35
48



At 31 December 2023

107
328
435



Net book value



At 31 December 2023
62
136
198



At 31 December 2022
75
167
242

Page 31

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2023
3,916



At 31 December 2023
3,916





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Tin Roof Media Productions Ltd
England
TV production
Ordinary
100%
Tin Roof Media Distribution Ltd
England
TV distribution
Ordinary
100%
Blink Entertainment Limited
England
TV production
Ordinary
100%
Outline Productions Limited
England
TV production
Ordinary
64%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Blink Entertainment Distribution Ltd
England
TV distribution
Ordinary
100%
Blink MVRT Ltd (formerly Blink Entertainment Pile Up Limited)
England
TV distribution
Ordinary
100%

The registered office address of all the subsidiaries above is Bankstock Building, 42-44 De Beauvoir Crescent, N1 5SB.
 

Page 32

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000


Trade debtors
291
1,569
-
-

Amounts owed by group undertakings
-
-
1,339
1,050

Other debtors
26
6
-
-

VAT repayable
70
9
7
7

Prepayments and accrued income
805
1,329
3
6

1,192
2,913
1,349
1,063


Amounts owed by group undertakings are unsecured, interest free and repayable on demand. 


16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Trade creditors
319
464
2
-

Other loans
447
413
447
413

Management loan notes capital and interest
1,442
1,346
1,442
1,346

Other taxation and social security
165
349
23
37

Other creditors
5
8
-
-

Accruals and deferred income
1,209
2,192
246
231

Amounts owed to group undertakings
-
-
5,406
4,021

3,587
4,772
7,566
6,048


Amounts owed to group undertakings are unsecured, interest free and repayable on demand. 
Rockpool (Security Trustee) Limited, acting as a security trustee for the secured noteholders, the management note holders and other note holders, has a second ranking fixed and floating charge over all the property of undertaking of the Company.

Interest accrues on the management loan notes at 10% per annum on both classes of loan notes, and is payable by instalments. The repayment of the principal of the loan notes has been deferred indefinitely.

Please see note 17 for details of other loans.

Page 33

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£000
£000
£000
£000

Other loans
1,089
1,536
1,089
1,536

1,089
1,536
1,089
1,536


In 2021, the Group entered into two loans under the Coronavirus Business Interuption Loans ("CBILs")
scheme with TC CBILs Funding Limited. 
£1,250,000 was drawn down on 13 January 2021. The loan is repayable in monthly instalments over a 48 month term, with payments commencing 12 months after the inception of the loan. The loan is interest-free for the first 12 month period and subsequently interest is charged at 8%.
£1,250,000 was drawn down on 13 January 2021. The loan is repayable with interest only payments for the length of the 48 month term and a balloon payment at the end of the term to repay the principal. The loan is interest-free for the first 12 month period and subsequently interest is charged at 8%. The Company made an early repayment of £200,000 in January 2022 against this loan.
The Group is party to a composite guarantee in regards to the loans and TC Loans (CBILS) Limited (as Security Trustee) holds a fixed and floating charge over the assets of the Group.


18.


Deferred taxation


Group



2023
2022


£000

£000






At beginning of year
(167)
(173)


Charged to profit or loss
12
6



At end of year
(155)
(167)

Page 34

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
18.Deferred taxation (continued)

Group
Group
2023
2022
£000
£000

Accelerated capital allowances
(123)
(123)

Tax losses carried forward
(32)
(44)

(155)
(167)

The deferred tax liability set out above relates to the deferred tax calculated on the recognition of intangible assets on acquisition of Blink Entertainment Limited and its subsidiaries and other timing differences that are expected to mature in the future. 


19.


Provisions


Group



Onerous contract provision

£000





Charged to profit or loss
527



At 31 December 2023
527


20.


Share capital

2023
2022
£000
£000
Allotted, called up and fully paid



2,155 (2022 - 2,155) Ordinary shares of £0.01000 each
-
-
15,062 (2022 - 15,062) Ordinary A shares of £0.00004 each
-
-
2,494,804 (2022 - 2,494,804) Ordinary B shares of £0.00004 each
-
-
1,319 (2022 - 1,319) Deferred shares of £0.00010 each
-
-

-

-

With the exception of Deferred shares, all share classes have attached to them voting, dividend and capital distribution rights, including on winding up (albeit the rights attributable to each class are not equal). Deferred shares have no voting or dividend rights attached to them.

Page 35

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Reserves

Share premium account

Includes any premiums received on issue of share capital. Any transaction costs associated with the
issuing of shares are deducted from share premium.

Profit and loss account

Includes all current and prior period retained profits and losses. 


22.


Operating lease commitments

Lessee
Operating lease payments represent rentals payable by the Group for use of its premises and certain items of office equipment. 


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


Group
Group
2023
2022
£'000
£'000

Not later than 1 year
101
90

Later than 1 year and not later than 5 years
84
-

185
90

23.


Related party transactions

The Company has taken advantage of the exemption under Paragraph 33.1A of FRS 102 from disclosing transactions with wholly owned subsidiary undertakings. 
The Group's main office is owned by a pension fund set up by the directors of one of the Company's subsidiaries and amounts totaling £100,000 (
2022 - £100,000) were charged by the fund during the year. As at the year end an amount of £47,000 was outstanding (2022 - £Nil).
During the year the Company recharged costs of £289,000 (
2022 - £273,000) to one of its subsidiaries. As at the end of the year this subsidiary owed the Company £1,339,000 (2022 - £1,050,000).


24.


Contingencies and commitments

The SPA for the acquisition of Blink Entertainment Limited and its subsidiary companies also provided for consideration of up to £650,000 contingent on final exit proceeds. During 2019 the vendors of the subsidiaries waived their rights to £601,000 of this consideration meaning the maximum contingent consideration payable under the acquisition is now £49,000. This has not been provided for in the financial statements on the basis that an exit in the foreseeable future is remote. 

Page 36

 
TIN ROOF MEDIA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.


Post balance sheet events

On 15 April 2024 the Company acquired a further 18% of the Ordinary share capital in Outline Productions Limited, at par.


26.


Controlling party

Rockpool Investments Nominee Limited, a company incorporated in England & Wales, is the ultimate parent company and a nominee acting on behalf of the beneficial owners of the shares in Tin Roof Media Limited. There is no one party among the beneficial owners that could be considered a controlling party.

 
Page 37