REGISTERED NUMBER: 14486916 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 15 NOVEMBER 2022 TO 30 NOVEMBER 2023 |
FOR |
JUNO GROUP LTD |
REGISTERED NUMBER: 14486916 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE PERIOD 15 NOVEMBER 2022 TO 30 NOVEMBER 2023 |
FOR |
JUNO GROUP LTD |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Period 15 November 2022 to 30 November 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 4 |
Report of the Independent Auditors | 6 |
Consolidated Statement of Comprehensive Income |
10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
JUNO GROUP LTD |
COMPANY INFORMATION |
for the Period 15 November 2022 to 30 November 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: |
Abdultaiyab Pisavadi BSc FCA |
AUDITORS: |
Statutory Auditors |
14th Floor |
33 Cavendish Square |
London |
W1G 0PW |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
GROUP STRATEGIC REPORT |
for the Period 15 November 2022 to 30 November 2023 |
The director presents the Group strategic report for the period ended 30 November 2023. |
REVIEW OF BUSINESS |
The Group is an online music and music equipment retailer with international sales across UK, Europe, USA, Asia, and South America. The Group offers a range of music and equipment and has strong customer loyalty and repeat business. The result for the year shows revenue of £25.2m with the gross profit of £3.16m and gross profit margin of 12.54%. Profit before tax was £539k. |
FUTURE DEVELOPMENTS |
Juno's position in the music and music equipment markets remains strong with growth in revenue and growth in its mix of international sales outside the UK and Europe. Focus continues to grow revenue in the UK domestic and non- EU markets to minimise any negative impacts from loss of trade within the EU. |
KEY PERFORMANCE INDICATORS |
The key financial performance indicators of the Group are turnover, gross profit margin, profit before taxation and net assets. A brief analysis of these is shown below: |
30.11.23 |
Turnover | £25,218,075 |
Gross Profit Margin | 12.54% |
Profit Before Taxation | £538,883 |
Net Assets | £2,110,823 |
PRINCIPAL RISKS AND UNCERTAINTIES |
The process of risk acceptance and risk management is addressed through a framework of policies, procedures and internal controls. Compliance with regulation, legal and ethical standards are a high priority and the Directors and Operations team take important roles in this regard. |
The principal risks of the Group derive from the ability to generate new sales and on the level of economic demand generally. |
Other principal risks are with: |
- increased competition in the equipment market. |
- retention of key staff - the Group has a number of key staff including the Managing Director and Operations Manager and each of these roles could be covered for a period of time until a replacement is found. |
- the war in Ukraine has led to economic risks and uncertainties including interest rates which are on the increase. The group has no significant debt finance apart from a £120k CBIL loan so the financial risk is low and the Group will monitor the position on an ongoing basis. |
FINANCIAL INSTRUMENTS |
Liquidity Risk |
The Group has a strong operating cash inflow and manages its cash requirements in order to maximise interest income and minimise interest expense, whilst ensuring the company has sufficient liquid resources to meet the operating needs of the business. |
Credit Risk |
Trade debtors are reviewed on a regular basis and provision is made for doubtful debts when necessary. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
GROUP STRATEGIC REPORT |
for the Period 15 November 2022 to 30 November 2023 |
Import and export risks |
With the implementation of Brexit, there were uncertainties on the supply chain and potential delays through customs. With the supply chain and customs having been operational for the past three years, the risk from import and export are now seen as low. |
Foreign Exchange Risk |
The Group operates across the world and is exposed to movements in foreign currencies affecting the financial result and the value of Group equity. Foreign exchange risk arises because the amount of local currency paid or received for transactions denominated in foreign currencies may vary due to changes in exchange rates (transaction exposures). Foreign exchange risks arise primarily on transactions that are denominated in USD and EUR. In managing its exposure regarding the fluctuation in foreign currency exchange rates, the Group maintains USD and Euro bank accounts to offset the receipts and payments as far as possible and to minimise the exchange impact. |
ON BEHALF OF THE BOARD: |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
REPORT OF THE DIRECTOR |
for the Period 15 November 2022 to 30 November 2023 |
The director presents his report with the financial statements of the company and the group for the period 15 November 2022 to 30 November 2023. |
INCORPORATION |
The company was incorporated on 15 November 2022. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the period under review was that of online music and music equipment retail. Juno Group Ltd's principal activity is that of a holding company. |
DIVIDENDS |
No dividends will be distributed for the period ended 30 November 2023. |
DIRECTOR |
DISCLOSURE IN THE STRATEGIC REPORT |
Matters regarding the review of the business, future developments, post balance sheet event and risk management have been included in the Strategic Report in accordance with 'The Companies Act 2006 (Strategic Report and Director's Report) Regulations 2013'. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the consolidated 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 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 Group and of the profit or loss of the Group 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; |
- ensure applicable UK Accounting standards have been followed, subject to any material departures; |
- prepare the financial statements on the going concern basis unless it is appropriate to presume that the Group will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group 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 the Group 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 group'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 group's auditors are aware of that information. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
REPORT OF THE DIRECTOR |
for the Period 15 November 2022 to 30 November 2023 |
AUDITORS |
The auditors, Sumer Auditco Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
JUNO GROUP LTD |
Opinion |
We have audited the financial statements of Juno Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 November 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated 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 group's and of the parent company affairs as at 30 November 2023 and of the group's profit 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 group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the 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 group's and 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 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 Group 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 Group 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 Group 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 |
JUNO GROUP LTD |
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 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 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 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 four, 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 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
JUNO GROUP LTD |
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. |
Extent to which the audit was considered capable of detecting irregularities, including fraud. |
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. |
Based on our understanding of the Group and industry, we identified and assessed the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements. We also enquired of management and those charged with governance about their own identification and assessment of the risks of irregularities. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur. |
We obtained an understanding of the legal and regulatory frameworks that the group and parent company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. These included but were not limited to, UK Companies Act, UK financial reporting standards, and taxation legislation. |
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group and parent company's ability to operate or to avoid a material penalty. These included but were not limited to, legislation relating to health and safety. |
As a result of performing the above, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in relation to revenue and profit recognition. We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). |
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; testing the appropriateness of entries in the nominal ledger, including journal entries; reviewing transactions around the end of the reporting period; and the performance of analytical procedures to identify unexpected movements in account balances which may be indicative of fraud. |
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK). |
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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
JUNO GROUP LTD |
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. |
for and on behalf of |
Statutory Auditors |
14th Floor |
33 Cavendish Square |
London |
W1G 0PW |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
CONSOLIDATED |
STATEMENT OF COMPREHENSIVE |
INCOME |
for the Period 15 November 2022 to 30 November 2023 |
Notes | £ |
TURNOVER | 3 | 25,218,075 |
Cost of sales | 22,054,686 |
GROSS PROFIT | 3,163,389 |
Administrative expenses | 2,845,160 |
318,229 |
Other operating income | 4 | 215,399 |
OPERATING PROFIT | 7 | 533,628 |
Interest receivable and similar income | 12,056 |
545,684 |
Interest payable and similar expenses | 8 | 6,801 |
PROFIT BEFORE TAXATION | 538,883 |
Tax on profit | 9 | 187,851 |
PROFIT FOR THE FINANCIAL PERIOD |
OTHER COMPREHENSIVE INCOME | - |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
351,032 |
Profit attributable to: |
Owners of the parent | 351,032 |
Total comprehensive income attributable to: |
Owners of the parent | 351,032 |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
CONSOLIDATED BALANCE SHEET |
30 November 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 1,704,579 |
Tangible assets | 12 | 67,623 |
Investments | 13 | - |
1,772,202 |
CURRENT ASSETS |
Stocks | 14 | 3,125,350 |
Debtors | 15 | 797,631 |
Cash at bank and in hand | 38,781 |
3,961,762 |
CREDITORS |
Amounts falling due within one year | 16 | 3,482,888 |
NET CURRENT ASSETS | 478,874 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
2,251,076 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(104,888 |
) |
PROVISIONS FOR LIABILITIES | 21 | (35,365 | ) |
NET ASSETS | 2,110,823 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 10,000 |
Share premium | 23 | 1,749,791 |
Retained earnings | 23 | 351,032 |
SHAREHOLDERS' FUNDS | 2,110,823 |
The financial statements were approved by the director and authorised for issue on 15 November 2024 and were signed by: |
Mr R M H Atherton - Director |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
COMPANY BALANCE SHEET |
30 November 2023 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
17 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Share premium | 23 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - |
The financial statements were approved by the director and authorised for issue on |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
for the Period 15 November 2022 to 30 November 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | 10,000 | - | 1,749,791 | 1,759,791 |
Total comprehensive income | - | 351,032 | - | 351,032 |
Balance at 30 November 2023 | 10,000 | 351,032 | 1,749,791 | 2,110,823 |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
for the Period 15 November 2022 to 30 November 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Changes in equity |
Issue of share capital | - |
Balance at 30 November 2023 |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
CONSOLIDATED CASH FLOW STATEMENT |
for the Period 15 November 2022 to 30 November 2023 |
Notes | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 1,188,123 |
Interest paid | (5,720 | ) |
Net cash from operating activities | 1,182,403 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (16,284 | ) |
Purchase of subsidiary, net of cash | (1,099,394 | ) |
Interest received | 12,056 |
Net cash from investing activities | (1,103,622 | ) |
Cash flows from financing activities |
Loan repayments in year | (40,000 | ) |
Net cash from financing activities | (40,000 | ) |
Increase in cash and cash equivalents | 38,781 |
Cash and cash equivalents at beginning of period |
2 |
- |
Cash and cash equivalents at end of period |
2 |
38,781 |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
for the Period 15 November 2022 to 30 November 2023 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
£ |
Profit before taxation | 538,883 |
Depreciation charges | 42,448 |
Amortisation charges | 260,464 |
Finance costs | 6,801 |
Finance income | (12,056 | ) |
836,540 |
Increase in stocks | (122,155 | ) |
Decrease in trade and other debtors | 378,270 |
Increase in trade and other creditors | 95,468 |
Cash generated from operations | 1,188,123 |
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: |
Period ended 30 November 2023 |
30.11.23 |
£ |
38,781 |
Please see note 27 for net assets acquired as part of business combination. |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 15.11.22 | Cash flow | At 30.11.23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | - | 38,781 | 38,781 |
- | 38,781 | 38,781 |
Debt |
Debts falling due within 1 year | - | (40,000 | ) | (40,000 | ) |
Debts falling due after 1 year | - | (80,000 | ) | (80,000 | ) |
- | (120,000 | ) | (120,000 | ) |
Total | - | (81,219 | ) | (81,219 | ) |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
for the Period 15 November 2022 to 30 November 2023 |
1. | STATUTORY INFORMATION |
Juno Group Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 14486916 and registered office address is 10 Greenland Street, London, NW1 0ND. |
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 £. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2). |
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. |
In preparing the separate financial statements of the parent company, advantage has been taken of the following disclosure exemptions available to qualifying entities: |
Parent company disclosure exemptions |
1. Only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations for the group and the parent company would be identical; |
2. No cash flow statement or net debt reconciliation has been presented for the parent company; |
The following principle accounting policies have been applied: |
Basis of consolidation |
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. |
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. |
Valuation of investments |
Investments in subsidiaries are measured at cost less accumulated impairment. |
Investment in an associate is held at cost less accumulated impairment losses. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover represents the invoiced sale of music CDs and vinyl records, music equipment and accessories net of discounts, credit notes and VAT. Income is recognised on despatch of the product. |
Goodwill |
Goodwill included in the financial statements of the Company acquired is now fully amortised, having been amortised evenly over its estimated useful life of ten years. |
Goodwill on business combination, Juno Group Ltd acquiring Juno Media Ltd in 2022, is being amortised evenly over its estimated useful life of 10 years. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
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 provided at the following annual rates in order to write off each asset over its estimated useful life. |
Plant and machinery | - 20% on cost |
Fixtures and fittings | - 25% on cost |
Computer equipment | - 25% on cost |
Property improvements | - over the term of the lease |
Stocks |
Stock are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Included within stock is a provision for obsolete and slow moving stock of £123,333. |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
2. | ACCOUNTING POLICIES - continued |
Foreign currencies |
Monetary 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. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Operating leases |
Operating lease expenditure is charged to the profit and loss account on a straight line basis over the lease term. Lease incentives are recognised over the lease term on a straight line basis. |
Going concern |
At the time of approving the financial statements, the director has a reasonable expectation that |
the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Therefore, the director continues to adopt the going concern basis of accounting in preparing the financial statements. |
Financial instruments |
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the group's balance sheet when the group becomes a party to the contractual provisions of the instrument. |
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the receivables balances and historical experience. Individual trade receivables are written off when management deems them not to be collectible. |
Cash and cash equivalents comprise cash on hand and call deposits. |
Trade payables are not interest bearing and are stated at their nominal value. |
Significant judgements and estimates |
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Critical accounting estimates and assumptions: |
The group makes estimates and assumptions concerning the future. The resulting accounting estimates and assumptions will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. |
Value of stock provision: The value of the stock provision is based on review and analysis of expected future sales and providing provisions for any stock where the net realisable value may fall below cost. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the one principle activity of the Group. |
An analysis of turnover by class of business is given below: |
£ |
Music | 13,510,047 |
Equipment | 8,192,445 |
Distribution | 1,084,175 |
Other | 3,078,863 |
Sales Discounts | (647,455 | ) |
25,218,075 |
An analysis of turnover by geographical market is given below: |
£ |
United Kingdom | 14,605,863 |
Europe | 3,000,008 |
United States of America | 2,942,879 |
South America | 558,063 |
Asia | 3,288,334 |
Rest of the World | 822,928 |
25,218,075 |
4. | OTHER OPERATING INCOME |
£ |
Sundry receipts | 131,850 |
Other operating income | 83,549 |
215,399 |
Other operating income is income not classified as turnover according to the accounting policy and is in respect of income earned from service agreements and brand sales. |
Included within sundry receipts is a one off receipt of £128,862 which is compensation for loss of revenue paid by the insurance company arising from a systems cyber attack in late August 2023. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
5. | EMPLOYEES AND DIRECTORS |
30.11.23 |
£ |
Wages and salaries | 2,175,280 |
Social security costs | 171,962 |
Other pension costs | 37,415 |
2,384,657 |
The average monthly number of employees, including directors, during the year was as follows: |
30.11.23 |
Dispatch and goods in | 62 |
Data | 17 |
Buying | 9 |
IT | 2 |
Digital | 1 |
Accounts and administration | 6 |
Customer services | 10 |
Management | 6 |
Marketing | 3 |
Distribution | 3 |
119 |
Juno Group Ltd does not have any employees, other than the director, who received no remuneration in the period. |
6. | DIRECTORS' EMOLUMENTS |
£ |
Director's remuneration | 2,550 |
Group |
30.11.23 |
£ |
Directors' remuneration | 2,550 |
Directors' pension contributions to money purchase scheme |
- |
The number of directors to whom retirement benefits were accruing is as follows: |
Money purchase scheme | - |
7. | OPERATING PROFIT |
The operating profit is stated after charging: |
£ |
Depreciation - owned assets | 42,448 |
Goodwill amortisation | 260,464 |
Auditors' remuneration | 20,000 |
Foreign exchange differences | 32,944 |
Operating leases | 450,675 |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
£ |
Bank interest | 113 |
Bank loan interest | 5,608 |
Corporation tax interest | 1,080 |
6,801 |
9. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the period was as follows: |
£ |
Current tax: |
UK corporation tax | 189,244 |
Deferred tax | (1,393 | ) |
Tax on profit | 187,851 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
£ |
Profit before tax | 538,883 |
Profit multiplied by the standard rate of corporation tax in the UK of 23.011 % |
124,002 |
Effects of: |
Expenses not deductible for tax purposes | 44,086 |
Depreciation in excess of capital allowances | 21,156 |
Deferred tax | (1,393 | ) |
Total tax charge | 187,851 |
The rate of Corporation Tax for the UK remains 19% until 31 March 2023, increasing to 25% from |
1 April 2023 for companies with profits over £250,000. As the company’s financial year straddles |
this date, a blended corporation tax rate of 23.011% has been applied which reflects 8 months |
of this new rate and 4 months of the previous rate of 19%. As at 30 November 2023, all deferred tax assets and liabilities are recognised at an effective tax rate of 25%. |
10. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
11. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
Additions | 1,892,227 |
On acquisition of subsidiary | 72,816 |
At 30 November 2023 | 1,965,043 |
AMORTISATION |
Amortisation for period | 260,464 |
At 30 November 2023 | 260,464 |
NET BOOK VALUE |
At 30 November 2023 | 1,704,579 |
12. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
to | Plant and | and | Computer |
property | machinery | fittings | equipment | Totals |
£ | £ | £ | £ | £ |
COST |
Additions | - | 12,116 | - | 4,168 | 16,284 |
Reclassification/transfer | 53,008 | 6,767 | 5,489 | 28,523 | 93,787 |
At 30 November 2023 | 53,008 | 18,883 | 5,489 | 32,691 | 110,071 |
DEPRECIATION |
Charge for period | 15,143 | 5,805 | 2,988 | 18,512 | 42,448 |
At 30 November 2023 | 15,143 | 5,805 | 2,988 | 18,512 | 42,448 |
NET BOOK VALUE |
At 30 November 2023 | 37,865 | 13,078 | 2,501 | 14,179 | 67,623 |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
13. | FIXED ASSET INVESTMENTS |
Juno Group Ltd |
Investments |
in subsidiary |
companies |
£ |
Cost or valuation |
Additions | 3,159,480 |
At 30 November 2023 | 3,159,480 |
The Company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiary |
Juno Media Limited |
Registered office: Born & Co. 1st Floor, Devonshire House, 1 Mayfair Place, London, United Kingdom, W1J 8AJ |
Nature of business: Online music and music equipment retail |
% |
Class of shares | holding |
A Ordinary | 100.00 |
B Ordinary | 100.00 |
C Ordinary | 100.00 |
D Ordinary | 100.00 |
Subsidiary |
Juno Records Limited |
Registered office: Born & Co. 1st Floor, Devonshire House, 1 Mayfair Place, London, United Kingdom, W1J 8AJ |
Nature of business: Dormant |
% |
Class of shares | holding |
Ordinary | 100.00 |
Juno Records Ltd is an indirect subsidiary undertaking of the Company. |
Associated company |
Indigo Record Pressings Limited |
Registered office: 10 Greenland Street, London, NW1 0ND |
Nature of business: Vinyl record pressing |
% |
Class of shares | holding |
Ordinary | 50.00 |
30.11.23 |
£ |
Aggregate capital and reserves | (443,845 | ) |
Cost | 1 |
Impairment | (1 | ) |
- |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
Indigo Record Pressings Limited ceased trading on 30 November 2017. |
Investments are recognised at cost, which includes directly attributable expenditure, less any accumulated impairment. |
14. | STOCKS |
Group |
£ |
Raw materials | 27,826 |
Goods for resale | 3,097,524 |
3,125,350 |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
£ |
Trade debtors | 223,567 |
Other debtors | 124,074 |
Accrued income | 128,723 |
Tax | 210,796 |
VAT | 44,830 |
Prepayments | 65,641 |
797,631 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
£ | £ |
Bank loans and overdrafts (see note 18) | 40,000 |
Trade creditors | 2,269,281 |
Amounts owed to group undertakings | - |
Tax | 238,459 |
Social security and other taxes | 42,797 |
Other creditors | 790,757 |
Directors' current accounts | 22,930 | - |
Accrued expenses | 78,664 |
3,482,888 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
£ | £ |
Bank loans (see note 18) | 80,000 |
Other creditors | 24,888 |
104,888 |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group |
£ |
Amounts falling due within one year or | on demand: |
Bank loans | 40,000 |
Amounts falling due between one and | two years: |
Bank loans - 1-2 years | 40,000 |
Amounts falling due between two and | five years: |
Bank loans - 2-5 years | 40,000 |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non- | cancellable | operating | leases |
£ |
Within one year | 485,450 |
Between one and five years | 713,175 |
1,198,625 |
20. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
£ |
Bank loans | 120,000 |
The loan shown is secured by fixed and floating charges held on all assets of the subsidiary. |
These loans are also secured by personal guarantees provided by R M H Atherton and S J Boyd. |
A £200k Coronavirus Business Interruption Loan (CBIL) was taken by the subsidiary in November |
2020. This loan is secured by fixed and floating charges held on all assets of the subsidiary with |
the Government providing an 80% guarantee for any amounts not paid by the subsidiary in the |
event of default |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
21. | PROVISIONS FOR LIABILITIES |
Group |
£ |
Deferred tax | 10,365 |
Other provisions | 25,000 |
Aggregate amounts | 35,365 |
Group |
Deferred | Other |
tax | provisions |
£ | £ |
Deferred tax on acquisition | 11,758 | - |
Accelerated capital allowances | (1,393 | ) | - |
Other provisions | - | 25,000 |
Balance at 30 November 2023 | 10,365 | 25,000 |
The provision of £25,000 is in respect of dilapidations arising from the obligations under leases of the premises. |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | £ |
A Ordinary | £1 | 7,499 |
B Ordinary | £1 | 2,501 |
10,000 |
The following shares were allotted and fully paid for cash at par during the period: |
7,499 A Ordinary shares of £1 each |
2,501 B Ordinary shares of £1 each |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
22. | CALLED UP SHARE CAPITAL - continued |
RETURN OF CAPITAL RIGHTS |
The surplus assets of the Company remaining after the payment of its liabilities are applied in the following order of priority: |
a. 74.99% to holders of "A" Ordinary Shares pari passu. |
b. 25.01% to holders of "B" Ordinary Shares pari passu. |
IN THE EVENT OF A SALE |
In the event of a sale the total consideration to be received by the Ordinary Shareholders shall be apportioned as follows: |
a. 74.99% to holders of "A" Ordinary Shares pari passu. |
b. 25.01% to holders of "B" Ordinary Shares pari passu. |
VOTING RIGHTS |
Shareholders or A Ordinary and B Ordinary shares are each entitled to vote pari passu. |
23. | RESERVES |
Group |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
Profit for the period | 351,032 | 351,032 |
Cash share issue | - | 1,749,791 | 1,749,791 |
At 30 November 2023 | 351,032 | 1,749,791 | 2,100,823 |
Company |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
Profit for the period |
Cash share issue | - | 1,749,791 | 1,749,791 |
At 30 November 2023 | 1,749,791 |
24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
At 30 November 2023 the balance owed to Mr R M H Atherton from the Group was £22,931. |
At 30 November 2023 the balance owed to Mr B Yarwood from the Group was £21,384. |
The directors Mr B Yarwood and Ms S J Boyd resigned as directors on 14 December 2022. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
25. | RELATED PARTY DISCLOSURES |
The balances on the directors loans within Juno Media Limited are disclosed in note 24 to the accounts. Interest is charged on the loans at the HM Revenue and Customs official rate. |
The bank loans are secured by a joint and several guarantee from R.M.H. Atherton and Ms S.J. |
Boyd supported by a third legal charge over freehold residential property. |
All directors of the Company are considered to be key management personnel. |
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 Group. |
26. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is Mr R M H Atherton. |
JUNO GROUP LTD (REGISTERED NUMBER: 14486916) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
for the Period 15 November 2022 to 30 November 2023 |
27. | BUSINESS COMBINATIONS |
During the period, the Company acquired 100% share of Juno Media Limited on 14 December 2022. |
Acquisition of Juno Media Limited |
Recognised amounts of identifiable assets acquired and liabilities assumed |
Book value |
Fair value adjustments |
Fair value |
£ | £ | £ |
Fixed assets |
Intangible assets | 72,816 | - | 72,816 |
Tangible assets | 93,788 | - | 93,788 |
166,604 | - | 166,604 |
Current assets |
Stock | 3,003,195 | - | 3,003,195 |
Debtors | 1,175,900 | - | 1,175,900 |
Cash at bank and in hand | 300,295 | - | 300,295 |
4,479,390 | - | 4,479,390 |
Total assets | 4,645,994 | - | 4,645,994 |
Creditors |
Due within one year | (3,221,983 | ) | - | (3,221,983 | ) |
Due after more than one year | (120,000 | ) | - | (120,000 | ) |
Provisions fore liabilities | (36,758 | ) | - | (36,758 | ) |
Total identifiable net assets | 1,267,253 | 1,267,253 |
Goodwill | 1,892,227 |
Total purchase consideration |
Cash consideration including expenses | 1,399,689 |
Share exchange | 1,759,791 |
3,159,480 |
Purchase consideration settled in cash, as above | 1,399,689 |
Cash and cash equivalents in subsidiary acquired | (300,295 | ) |
1,099,394 |
The goodwill arising on acquisition is attributable to the excess of consideration paid over the fair value of the net assets of the subsidiary entity. The goodwill has been amortised on a straight-line basis over a 10-year period. |
The results of Juno Media Limited since the acquisition are as follow: |
£ |
Turnover for period since acquisition | 25,218,075 |
Profit for the period since acquisition | 538,680 |