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Company registration number: 14689949







DIRECTORS' REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2023


ROS MEDIA UK LIMITED






































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ROS MEDIA UK LIMITED
 


 
COMPANY INFORMATION


Directors
N Bahel 
M Pandey 
A Sankaran 




Registered number
14689949



Registered office
Lynton House
7-12 Tavistock Square

London

WC1H 9LT




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Lynton House

7-12 Tavistock Square

London

WC1H 9LT




Principal place of business
30 Newman Street
Office 402
London
W1T 1PT





 


ROS MEDIA UK LIMITED
 



CONTENTS



Page
Directors' report
1 - 2
Independent auditors' report
3 - 6
Statement of income and retained earnings
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 13


 


ROS MEDIA UK LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

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

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the period were:

N Bahel (appointed 20 March 2023)
M Pandey (appointed 20 March 2023)
A Sankaran (appointed 27 February 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'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's auditors are aware of that information.

Post balance sheet events

On 19 February 2024 ROS Media UK Limited acquired 100% of the share capital of Vesper Films Limited for nominal value of £1.

Auditors

The auditorsMenzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1

 


ROS MEDIA UK LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

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





A Sankaran
Director

Date: 30 September 2024

Page 2

 


ROS MEDIA UK LIMITED
 


 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROS MEDIA UK LIMITED

Opinion


We have audited the financial statements of ROS Media UK Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of income and retained earnings, the Statement of financial position, the 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 Company's affairs as at 31 December 2023 and of its loss for the period 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


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.


Page 3

 


ROS MEDIA UK LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROS MEDIA UK LIMITED (CONTINUED)

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 Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors' report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 4

 


ROS MEDIA UK LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROS MEDIA UK LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

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

The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant.
• The Companies Act 2006;
• Financial Reporting Standard 102;
• UK employment legislation;
• UK tax legislation.
We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management and  those responsible for legal and compliance procedures . 
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
- Identifying and assessing the measures management has in place to prevent and detect fraud;
- Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
- Challenging assumptions and judgments made by management in its significant accounting estimates; and
- Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
- The application of inappropriate judgements or estimation to manipulate the financial position in the calculation of the year end provisions.
- Posting of unusual journals and complex transactions
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Page 5

 


ROS MEDIA UK LIMITED



 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ROS MEDIA UK LIMITED (CONTINUED)

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.





Andrew Wooding FCA (Senior statutory auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Lynton House
7-12 Tavistock Square
London
WC1H 9LT

30 September 2024
Page 6

 


ROS MEDIA UK LIMITED
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2023
£


Cost of sales
(133,488)

Gross (loss)/profit
(133,488)

Administrative expenses
(986,128)

Operating (loss)/profit
(1,119,616)

Interest receivable and similar income
569

Interest payable and similar expenses
(30)

(Loss)/profit before tax
(1,119,077)

Tax on (loss)/profit
-

(Loss)/profit after tax
(1,119,077)



Loss for the period
(1,119,077)

Retained earnings at the end of the period
(1,119,077)
There were no recognised gains and losses for 2023 other than those included in the statement of income and retained earnings.

The notes on pages 10 to 13 form part of these financial statements.

Page 7

 


ROS MEDIA UK LIMITED
REGISTERED NUMBER:14689949



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Note
£

Fixed assets
  

Investments
 5 
1,649,831

  
1,649,831

Current assets
  

Debtors: amounts falling due within one year
 6 
203,373

Cash at bank and in hand
  
122,325

  
325,698

Creditors: amounts falling due within one year
 7 
(424,694)

Net current (liabilities)/assets
  
 
 
(98,996)

Total assets less current liabilities
  
1,550,835

Creditors: amounts falling due after more than one year
 8 
(157,080)

  

Net assets
  
1,393,755


Capital and reserves
  

Called up share capital 
  
1

Profit and loss account
  
1,393,754

  
1,393,755


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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




A Sankaran
Director

Date: 30 September 2024

The notes on pages 10 to 13 form part of these financial statements.

Page 8

 


ROS MEDIA UK LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


Comprehensive income for the period

Loss for the period

-
(1,119,077)
(1,119,077)


Other comprehensive income for the period
-
-
-


Total comprehensive income for the period
-
(1,119,077)
(1,119,077)


Contributions by and distributions to owners

Contributed capital
-
2,512,831
2,512,831

Shares issued during the period
1
-
1


Total transactions with owners
1
2,512,831
2,512,832


At 31 December 2023
1
1,393,754
1,393,755

The notes on pages 10 to 13 form part of these financial statements.

Page 9

 


ROS MEDIA UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

ROS Media UK Limited is a private company, limited by shares, registered in England and Wales, with company registration number 14689949. The registered office is 7-12 Tavistock Square, Lynton House, London, WC1H 9LT. There principal place of business is 30 Newman Street, Suite 402, London W1T 1PT.
The company was incorporated and began trading on 27 February 2023. The accounts cover the short period ending 31 December 2023

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Going concern

In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. 
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

 
2.3

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

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

 
2.4

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. 
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.5

Finance costs

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

Page 10

 


ROS MEDIA UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.6

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.7

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.8

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgment are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates. 
The following are the critical accounting judgements concerning the future and key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the financial statements:

Assessment of the carrying amount of its subsidiary to determine whether there is an indication that the      investment has suffered an impairment loss.
 

4.


Employees




The average monthly number of employees, including directors, during the period was 3.

Page 11

 


ROS MEDIA UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


Additions
1,649,831



At 31 December 2023
1,649,831





6.


Debtors

2023
£


Amounts owed by group undertakings
171,257

Other debtors
31,261

Prepayments and accrued income
855

203,373


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


7.


Creditors: Amounts falling due within one year

2023
£

Trade creditors
4,930

Amounts owed to group undertakings
186,911

Other taxation and social security
11,147

Other creditors
160,164

Accruals
61,542

424,694


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

Page 12

 


ROS MEDIA UK LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Creditors: Amounts falling due after more than one year

2023
£

Other creditors
157,080

157,080



9.


Commitments under operating leases

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

2023
£


Not later than 1 year
104,796

Later than 1 year and not later than 5 years
35,516

140,312


10.


Controlling party

The parent of the smallest group for which consolidated financial statements are drawn up is The Religion of Sports Media Incorporated, a company registered in California, United States of America. The registered office of The Religion of Sports Media Incorporated is 12910 Culver Blvd, Suite J, Los Angeles, CA, 90066, United States of America.

 
Page 13