REGISTERED NUMBER: 04061616 (England and Wales) |
NEEM HOLDINGS LIMITED |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
REGISTERED NUMBER: 04061616 (England and Wales) |
NEEM HOLDINGS LIMITED |
Group Strategic Report, |
Report of the Directors and |
Consolidated Financial Statements |
for the Year Ended 31 March 2024 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Contents of the Consolidated Financial Statements |
for the year ended 31 March 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 | to | 4 |
Report of the Directors | 5 | to | 6 |
Report of the Independent Auditors | 7 | to | 9 |
Consolidated Statement of Comprehensive Income | 10 |
Consolidated Statement of Financial Position | 11 | to | 12 |
Company Statement of Financial Position | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Statement of Cash Flows | 16 |
Notes to the Consolidated Statement of Cash Flows | 17 |
Notes to the Consolidated Financial Statements | 18 | to | 28 |
NEEM HOLDINGS LIMITED |
Company Information |
for the year ended 31 March 2024 |
Directors: |
Registered office: |
Registered number: |
Auditors: |
Statutory Auditor |
New Derwent House |
69-73 Theobalds Road |
London |
WC1X 8TA |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Group Strategic Report |
for the year ended 31 March 2024 |
The directors present their strategic report of the company and the group for the year ended 31 March 2024. |
Review of business |
Revenue in FY2024 decreased to £10M. This was expected because the Manhattan T3 Freeview Play DVR models came to end-of-life at the beginning of the year. This is being replaced by the next generation Manhattan T4 & T4-R DVR ranges. Last year we reported the T4 new platform would be launched late summer 2024 and it was in fact launched in May 2024. Therefore, there has been limited supply of Manhattan receivers during this transition period resulting in the reduced Revenue for FY2024. Based on the initial sales, the directors remain confident that there will be significant Revenue growth in the current and future years. |
The Revenue from the other group companies was 0.3% higher than last year. The general domestic market has remained subdued due to high inflation, high interest rates and cost of living crisis. This has affected the demand for general consumer goods. |
The Key performance indicator (KPI) is the strength of working capital. The directors continue to focus on the working capital of the group and the Net Current Assets increased to £7,306,000 of which 65% is in Cash. The liquidity is strong despite a few key ratios. |
FY2024 FY2023 |
Debtor Days 46 68 |
Stock Sales Days 135 43 |
Current Ratio 5 6.5 |
The reported stock value is very much dependent on Manhattan TV. Given the limited products available to sell, the stock value should be lower but a container was received near to the Year end. There will be a more consistent flow of stock in the future years. With the expected growth in demand, the directors plan to maintain slightly increased stock levels to ensure continuity of supply. |
It's important to point out that the current working capital exceeds the needs of the group over the next couple of years whilst growing the sales of the new product ranges. Should the demand exceed the expectations of the directors, the group has a significant import facility available with its bank. |
Principal risks and uncertainties |
The group continues to have to fund significant deposits to secure component supply and this will probably continue to be necessary in the future. |
The UK Set-top box market has continued to reduce. In 2023, the Manhattan market share was 56% and the delay in adding the Manhattan T4 range to the market might accelerate the decline in the short term. In the longer term, Manhattan market share by Volume and by Value will continue to increase. Initial sales in the T4 range appear to support the director's view. |
Manhattan products must continue to present a competitive edge as well as a capability to deliver smart technologies to the UK consumer market. With the ever-increasing fast pace of technological changes, Manhattan TV Limited needs to ensure product innovation meets and exceeds consumer trends and demands. |
The Eurosat companies lead the way in system design, parts supply and technical support for building developers and contractors in Integrated Reception Systems. IRS is a transformational digital distribution technology with rapidly increasing demand within communal buildings and multi dwelling properties. However, the British construction activity had reported its biggest fall in more than two years in July 2022, and we continue to experience delays in construction projects. However, with inflation reaching the Bank of England targets, more reports of the expected lowering of interest rates and risk of recession reduced, the situation should change. These are long term commercial projects and growth could cause cash flow issues for developers. Tightly controlled credit management is very important. |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Group Strategic Report |
for the year ended 31 March 2024 |
Research and development |
The directors' aim is to continue moving away from low-end, low-priced products to mid/high end products including built-in Freeview Play DVR Digital Video Recorders as well as subscription and Pay per View content apps. Manhattan continues to use its retail relationships and shelf space to promote the brand as the first choice for retailers and consumers. |
Manhattan has developed an Integrated Knowledge Base Customer Support System that will improve the user experience. It will eventually be built into the devices aiding people to maximise the benefits of watching TV through a Set-top box and make it quicker to find answers to the many different questions generated from a very dynamic television consumer market. |
Objectives |
The directors plan to continue to secure the status of the Neem Group companies as follows: |
- Manhattan's research has established that customers value the simplicity and ease of use. The group will develop a content strategy which defines how Manhattan will create digital content including FAST (Free Advertised Supported TV) channels in a world where most of the audience are stuck at home and looking for ways to keep themselves entertained at a minimal cost. |
- Eurosat will continue relationships with all core vendors in the specialist independent Reseller Market sector and with a nationwide network of branches, Eurosat will remain the UK's leading value-added distributor of satellite and AV equipment to the sector. The companies are adopting a more strategic purchasing policy with manufactures whilst building closer ties to leverage some cost advantage and also gain market share. |
Additionally, Eurosat will continue to innovate in IRS technology and will grow the business by increasing offers and output for newer technologies such as home networking. |
- National Broadband will take advantage of the growing mobile phone mast infrastructure with the aim of growing the subscriber base of rural home and business premises that have no access to "decent" broadband. National Broadband plan to bridge this broadband "Digital Divide". More recently, the 5G mobile infrastructure is expanding at a significant rate and evermore of the rural population will be able to receive even faster broadband. |
Future developments |
The key focus for this year is to solidify the key relationships we have with retailers and grow the consumer base of the Manhattan brand directly targeting customers that fall into the viewer category where there will be demand for IP delivered content. |
The flagship Manhattan T4 range is the fastest & easiest way to enjoy the very best of British TV and being the simplest way to use Freeview Play to watch British television via the aerial & IP. The directors are researching a way of adapting the Freeview Play features into the Freesat platform and offer the same experience to those with a satellite dish although this could only be sold under licence. |
Eurosat Branches have identified a new route to market, Integrated Reception Systems - Communal Buildings. An important area of focus and expertise is towards the increasing demand and changing technology for integrated reception systems for communal buildings. Eurosat works with all the leading constructors and provides full system design, parts supply and technical support for building contractors. |
The National Broadband offers 4G and 5G broadband to homes and businesses with an internet connection that can be relied on. Their aim is to find the best possible connection for every location in the United Kingdom. 5G broadband subscriber sales will exceed 4G by the end of next year and many towns and cities are being added to the target market. |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Group Strategic Report |
for the year ended 31 March 2024 |
Carbon footprint |
With the UK government committing to Net Zero by 2050, the directors recognize that reducing carbon emissions is a business imperative. In accordance to the Greenhouse Gas Protocol corporate standard, the directors have started to classify the Group greenhouse gas emissions in the three scopes: |
Scope 1 Emissions: Before launching a product, the group contract a recognised independent testing house to test to the relevant standards and prove compliance with the regulations and directives. Regulations, directives and their associated standards are reviewed every 6 months and if there are any changes, or a certain amount of time has passed, the independent testing house test the products again. The Group is conscious that all new delivery vans must cause as little environmental impact as possible. |
Scope 2 Emissions: The main premises use LED lighting. Plans are in place to fit smart meters allowing energy consumption to be controlled. |
Scope 3 Emission reduction. All Upstream and Downstream activities are being identified with a view to establishing policies that reduce indirect emissions and this should also reduce costs. |
On behalf of the board: |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Report of the Directors |
for the year ended 31 March 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
Principal activity |
The principal activity of the company is that of an investment holding company. |
The principal activities of the subsidiaries are: |
1. Wholesale distribution of components for digital satellite, terrestrial, HD distribution to the independent trade and Integrated Reception Systems (IRS) for new build developments, |
2. Design, development and supply of Freesat and Freeview HD set-top hybrid receivers and recorders, |
3. Wholesale distribution of the Manhattan brand of LED lighting, or |
4. Provider of broadband via the Astra Satellite to the UK & Eire consumer and business markets. |
Dividends |
During the year, NEEM Holdings Limited paid a dividend of £NIL (2023: £645,000). |
Future developments |
Likely future developments in the business of the group are discussed in the strategic report. |
Directors |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
Statement of directors' responsibilities |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They 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. |
Statement as to disclosure of information to auditors |
So far as the directors are 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 each director 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. |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Report of the Directors |
for the year ended 31 March 2024 |
Auditors |
The audit business of Haines Watts Essex LLP was acquired by Cooper Parry Group Limited on 14 November 2023. Haines Watts Essex LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place. |
The auditors, Cooper Parry Group Limited, 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 |
NEEM Holdings Limited |
Opinion |
We have audited the financial statements of NEEM Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 31 March 2024 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 Directors 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 Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
NEEM Holdings Limited |
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 Directors. |
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 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 Statement of Directors' Responsibilities set out on page five, 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 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. |
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. |
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 gained an understanding of the legal and regulatory framework applicable to the group and the industry in which it operates, and considered the risk of acts by the group that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance. |
During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management. |
Report of the Independent Auditors to the Members of |
NEEM Holdings Limited |
Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our tests included agreeing the financial statement disclosures to underlying supporting documentation. |
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. In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We did not identify any matters relating to non-compliance with laws and regulations relating to fraud. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditor |
New Derwent House |
69-73 Theobalds Road |
London |
WC1X 8TA |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Consolidated |
Statement of Comprehensive |
Income |
for the year ended 31 March 2024 |
2024 | 2023 |
Notes | £'000 | £'000 |
Turnover | 4 | 9,962 | 13,013 |
Cost of sales | (6,703 | ) | (8,670 | ) |
Gross profit | 3,259 | 4,343 |
Administrative expenses | (3,474 | ) | (4,068 | ) |
(215 | ) | 275 |
Other operating income | - | 2 |
Operating (loss)/profit | 6 | (215 | ) | 277 |
Interest receivable and similar income | 180 | 42 |
(35 | ) | 319 |
Interest payable and similar expenses | 7 | (23 | ) | (7 | ) |
(Loss)/profit before taxation | (58 | ) | 312 |
Tax on (loss)/profit | 8 | (288 | ) | 57 |
(Loss)/profit for the financial year | ( |
) |
Other comprehensive income | - | - |
Total comprehensive (loss)/income for the year |
(346 |
) |
369 |
(Loss)/profit attributable to: |
Owners of the parent | (370 | ) | 358 |
Non-controlling interests | 24 | 11 |
(346 | ) | 369 |
Total comprehensive (loss)/income attributable to: |
Owners of the parent | (370 | ) | 358 |
Non-controlling interests | 24 | 11 |
(346 | ) | 369 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Consolidated Statement of Financial Position |
31 March 2024 |
2024 | 2023 |
Notes | £'000 | £'000 | £'000 | £'000 |
Fixed assets |
Intangible assets | 11 | 1 | 3 |
Tangible assets | 12 | 575 | 590 |
Investments | 13 | 10 | 10 |
586 | 603 |
Current assets |
Stocks | 14 | 2,475 | 1,028 |
Debtors | 15 | 1,831 | 2,705 |
Cash at bank and in hand | 4,773 | 5,223 |
9,079 | 8,956 |
Creditors |
Amounts falling due within one year | 16 | 1,780 | 1,316 |
Net current assets | 7,299 | 7,640 |
Total assets less current liabilities | 7,885 | 8,243 |
Provisions for liabilities | 19 | 6 | 18 |
Net assets | 7,879 | 8,225 |
Capital and reserves |
Called up share capital | 20 | 1 | 1 |
Revaluation reserve | 75 | 75 |
Merger reserve | 750 | 750 |
Retained earnings | 6,303 | 6,673 |
Shareholders' funds | 7,129 | 7,499 |
Non-controlling interests | 21 | 750 | 726 |
Total equity | 7,879 | 8,225 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Consolidated Statement of Financial Position - continued |
31 March 2024 |
The financial statements were approved by the Board of Directors and authorised for issue on 21 August 2024 and were signed on its behalf by: |
Mr M P Carver - Director |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Company Statement of Financial Position |
31 March 2024 |
2024 | 2023 |
Notes | £'000 | £'000 | £'000 | £'000 |
Fixed assets |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
Current assets |
Debtors | 15 |
Cash at bank |
Creditors |
Amounts falling due within one year | 16 |
Net current assets |
Total assets less current liabilities |
Capital and reserves |
Called up share capital | 20 |
Retained earnings |
Shareholders' funds |
Company's profit for the financial year | 67 | 127 |
The financial statements were approved by the Board of Directors and authorised for issue on |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Consolidated Statement of Changes in Equity |
for the year ended 31 March 2024 |
Called up |
share | Retained | Revaluation |
capital | earnings | reserve |
£'000 | £'000 | £'000 |
Balance at 1 April 2022 | 1 | 6,960 | 75 |
Changes in equity |
Dividends | - | (645 | ) | - |
Total comprehensive income | - | 358 | - |
Balance at 31 March 2023 | 1 | 6,673 | 75 |
Changes in equity |
Total comprehensive loss | - | (370 | ) | - |
Balance at 31 March 2024 | 1 | 6,303 | 75 |
Merger | Non-controlling | Total |
reserve | Total | interests | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 April 2022 | 750 | 7,786 | 715 | 8,501 |
Changes in equity |
Dividends | - | (645 | ) | - | (645 | ) |
Total comprehensive income | - | 358 | 11 | 369 |
Balance at 31 March 2023 | 750 | 7,499 | 726 | 8,225 |
Changes in equity |
Total comprehensive loss | - | (370 | ) | 24 | (346 | ) |
Balance at 31 March 2024 | 750 | 7,129 | 750 | 7,879 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Company Statement of Changes in Equity |
for the year ended 31 March 2024 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£'000 | £'000 | £'000 |
Balance at 1 April 2022 |
Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2023 |
Changes in equity |
Total comprehensive income | - |
Balance at 31 March 2024 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Consolidated Statement of Cash Flows |
for the year ended 31 March 2024 |
2024 | 2023 |
Notes | £'000 | £'000 |
Cash flows from operating activities |
Cash generated from operations | 1 | (359 | ) | 1,553 |
Interest paid | (23 | ) | (6 | ) |
Interest element of hire purchase or finance lease rental payments paid |
- |
(1 |
) |
Tax paid | 203 | (165 | ) |
Net cash from operating activities | (179 | ) | 1,381 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (51 | ) | (28 | ) |
Sale of tangible fixed assets | 2 | - |
Interest received | 180 | 42 |
Net cash from investing activities | 131 | 14 |
Cash flows from financing activities |
Capital repayments in year | - | (14 | ) |
Amount introduced by directors | - | 131 |
Amount withdrawn by directors | (401 | ) | - |
Equity dividends paid | - | (645 | ) |
Net cash from financing activities | (401 | ) | (528 | ) |
(Decrease)/increase in cash and cash equivalents | (449 | ) | 867 |
Cash and cash equivalents at beginning of year |
2 |
5,223 |
4,356 |
Cash and cash equivalents at end of year | 2 | 4,773 | 5,223 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Statement of Cash Flows |
for the year ended 31 March 2024 |
1. | Reconciliation of (loss)/profit before taxation to cash generated from operations |
2024 | 2023 |
£'000 | £'000 |
(Loss)/profit before taxation | (58 | ) | 312 |
Depreciation charges | 69 | 77 |
Profit on disposal of fixed assets | (2 | ) | - |
Finance costs | 23 | 7 |
Finance income | (180 | ) | (42 | ) |
(148 | ) | 354 |
(Increase)/decrease in stocks | (1,447 | ) | 2,430 |
Decrease in trade and other debtors | 1,174 | 476 |
Increase/(decrease) in trade and other creditors | 62 | (1,707 | ) |
Cash generated from operations | (359 | ) | 1,553 |
2. | Cash and cash equivalents |
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts: |
Year ended 31 March 2024 |
31.3.24 | 1.4.23 |
£'000 | £'000 |
Cash and cash equivalents | 4,773 | 5,223 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£'000 | £'000 |
Cash and cash equivalents | 5,223 | 4,356 |
3. | Analysis of changes in net funds |
At 1.4.23 | Cash flow | At 31.3.24 |
£'000 | £'000 | £'000 |
Net cash |
Cash at bank and in hand | 5,223 | (450 | ) | 4,773 |
5,223 | (450 | ) | 4,773 |
Total | 5,223 | (450 | ) | 4,773 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements |
for the year ended 31 March 2024 |
1. | Statutory information |
NEEM Holdings Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | Statement of compliance |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
3. | Accounting policies |
Basis of preparing the financial statements |
Going concern |
The directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The group 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. |
Basis of consolidation |
The consolidated financial statements include the financial statements of the company and it's subsidiary undertakings made up to 31 March 2024. The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal. |
Under section 408 of the Companies Act 2006 the company is exempt from the requirement to present it's own profit and loss account. |
Significant judgements and estimates |
The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgement that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. |
There is estimation uncertainty in calculating depreciation. A full line by line review of fixed assets is carried out by management regularly. Whilst every attempt is made to ensure that the depreciation policy is as accurate as possible, there remains a risk that the policy does not match the useful life of the assets. |
There is estimation uncertainty in calculating bad debt provisions. A full line by line review of trade debtors is carried out at the end of each month. Whilst every attempt is made to ensure that the bad debt provisions are as accurate as possible, there remains a risk that the provisions do not match the level of debts which ultimately prove to be uncollectable. |
There is estimation uncertainty in calculating stock provisions. The group makes an estimate for obsolete and slow moving stock. Management review the ageing profile and physical condition of stock regularly and use this as a basis for the provision. |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
3. | Accounting policies - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable net of VAT and trade discounts. Turnover is recognised when significant risks and rewards of ownership of the goods have transferred to the buyer, the amount of turnover can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. This is usually on receipt of goods by the customer. |
Goodwill |
Goodwill (representing the excess of the fair value of the consideration given over the fair value of the separable assets acquired) arising on consolidation in respect of acquisitions in 2008, is capitalised. Goodwill is amortised to £nil in equal installments over it's estimated useful life. |
Intangible assets |
Intangible assets acquired separately from a business are capitalised at cost. Intangible assets acquired on business combinations are capitalised separately from goodwill if the fair value can be measured reliably on initial recognition. |
Intangible assets are amortised on a straight line basis over their useful lives. The useful lives of intangible assets are as follows: |
Development costs - 4 years* |
* Development costs are amortised to £nil on a per unit sold basis for 4 years following product launch or over the first 100,000 units, whichever is the earlier. |
Provision is made for any impairment. |
Tangible fixed assets |
Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses. Cost includes costs directly attributable to making the asset capable of operating as intended. |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Freehold property | - | 4% on cost |
Improvements to property | - | 20% on cost |
Fixtures and fittings | - | 10-20% on cost |
Motor vehicles | - | 25% on cost |
Computer equipment | - | 25% on cost |
Stock |
Stocks are stated at the lower of cost and net realisable value. Where applicable, cost includes attributable overheads in bringing the stock to its present condition and location. |
Taxation |
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
3. | Accounting policies - continued |
Deferred tax |
Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of current and previous periods. It is recognised in respect of all timing differences, with certain exceptions. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expense in tax assessments in periods different from those in which they are recognised in the financial statements. 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. |
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date that are expected to apply to the reversal of timing differences. Deferred tax on revalued non-depreciable tangible fixed assets and investment properties is measured using the rates and allowances that apply to the sale of the asset. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position 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. |
Leases |
Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter. |
The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. |
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. |
Financial instruments |
Financial assets and financial liabilities are recognised in the balance sheet when the group becomes a party to the contractual provisions of the instrument. |
Trade and other debtors and creditors are classified as basic financial instruments and measured at initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the group will not be able to collect all amounts due. |
Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank and bank overdrafts. |
Financial liabilities and equity instruments issued by the company are classified in accordance with the |
substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
4. | Turnover |
The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£'000 | £'000 |
United Kingdom | 9,952 | 13,011 |
Europe | 10 | 2 |
9,962 | 13,013 |
5. | Employees and directors |
2024 | 2023 |
£'000 | £'000 |
Wages and salaries | 2,086 | 2,539 |
Social security costs | 224 | 288 |
Other pension costs | 72 | 67 |
2,382 | 2,894 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Directors and sales | 21 | 21 |
Admin and technical | 25 | 26 |
The average number of employees by undertakings that were proportionately consolidated during the year was 46 (2023 - 47 ) . |
2024 | 2023 |
£ | £ |
Directors' remuneration | 603,200 | 1,041,800 |
Directors' pension contributions to money purchase schemes | 14,724 | 15,405 |
Information regarding the highest paid director is as follows: |
2024 | 2023 |
£ | £ |
Emoluments etc | 328,000 | 667,000 |
6. | Operating (loss)/profit |
The operating loss (2023 - operating profit) is stated after charging/(crediting): |
2024 | 2023 |
£'000 | £'000 |
Depreciation - owned assets | 55 | 63 |
Depreciation - assets on hire purchase contracts or finance leases | 11 | 11 |
Profit on disposal of fixed assets | (2 | ) | - |
Computer software amortisation | 2 | 3 |
Auditors' remuneration | 26 | 26 |
Foreign exchange differences | 14 | 119 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
7. | Interest payable and similar expenses |
2024 | 2023 |
£'000 | £'000 |
Bank interest | - | 6 |
Interest on late paid tax | 23 | - |
Hire purchase | - | 1 |
23 | 7 |
8. | Taxation |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the loss for the year was as follows: |
2024 | 2023 |
£'000 | £'000 |
Current tax: |
UK corporation tax | 7 | (50 | ) |
Tax - prior year | 293 | - |
Total current tax | 300 | (50 | ) |
Deferred tax | (12 | ) | (7 | ) |
Tax on (loss)/profit | 288 | (57 | ) |
Reconciliation of total tax charge/(credit) included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£'000 | £'000 |
(Loss)/profit before tax | (58 | ) | 312 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
(15 |
) |
59 |
Effects of: |
Expenses not deductible for tax purposes | 4 | 2 |
Income not taxable for tax purposes | - | (19 | ) |
Depreciation in excess of capital allowances | 2 | 8 |
Utilisation of tax losses | 17 | (44 | ) |
Adjustments to tax charge in respect of previous periods | 293 | - |
Other timing differences | (15 | ) | 11 |
Loss carried back | - | (74 | ) |
Total tax charge/(credit) | 286 | (57 | ) |
9. | Individual statement of comprehensive income |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
10. | Dividends |
2024 | 2023 |
£'000 | £'000 |
Interim | - | 645 |
11. | Intangible fixed assets |
Group |
Computer |
Goodwill | software | Totals |
£'000 | £'000 | £'000 |
Cost |
At 1 April 2023 |
and 31 March 2024 | 214 | 24 | 238 |
Amortisation |
At 1 April 2023 | 214 | 21 | 235 |
Amortisation for year | - | 2 | 2 |
At 31 March 2024 | 214 | 23 | 237 |
Net book value |
At 31 March 2024 | - | 1 | 1 |
At 31 March 2023 | - | 3 | 3 |
12. | Tangible fixed assets |
Group |
Improvements |
Freehold | to | Plant and |
property | property | machinery |
£'000 | £'000 | £'000 |
Cost or valuation |
At 1 April 2023 | 542 | 57 | 20 |
Additions | - | - | - |
Disposals | - | (20 | ) | (1 | ) |
At 31 March 2024 | 542 | 37 | 19 |
Depreciation |
At 1 April 2023 | 52 | 57 | 20 |
Charge for year | 8 | - | - |
Eliminated on disposal | - | (20 | ) | (1 | ) |
At 31 March 2024 | 60 | 37 | 19 |
Net book value |
At 31 March 2024 | 482 | - | - |
At 31 March 2023 | 490 | - | - |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
12. | Tangible fixed assets - continued |
Group |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£'000 | £'000 | £'000 | £'000 |
Cost or valuation |
At 1 April 2023 | 90 | 183 | 130 | 1,022 |
Additions | 5 | 37 | 9 | 51 |
Disposals | (6 | ) | (21 | ) | (10 | ) | (58 | ) |
At 31 March 2024 | 89 | 199 | 129 | 1,015 |
Depreciation |
At 1 April 2023 | 75 | 136 | 92 | 432 |
Charge for year | 6 | 37 | 15 | 66 |
Eliminated on disposal | (6 | ) | (21 | ) | (10 | ) | (58 | ) |
At 31 March 2024 | 75 | 152 | 97 | 440 |
Net book value |
At 31 March 2024 | 14 | 47 | 32 | 575 |
At 31 March 2023 | 15 | 47 | 38 | 590 |
Included in cost or valuation of land and buildings is freehold land of £310,600 (2023 - £310,600) which is not depreciated. |
Cost or valuation at 31 March 2024 is represented by: |
Improvements |
Freehold | to | Plant and |
property | property | machinery |
£'000 | £'000 | £'000 |
Valuation in 2017 | 75 | - | - |
Cost | 467 | 37 | 19 |
542 | 37 | 19 |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£'000 | £'000 | £'000 | £'000 |
Valuation in 2017 | - | - | - | 75 |
Cost | 89 | 199 | 129 | 940 |
89 | 199 | 129 | 1,015 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
12. | Tangible fixed assets - continued |
Group |
If freehold land and buildings had not been revalued it would have been included at the following historical cost: |
2024 | 2023 |
£'000 | £'000 |
Cost | 536 | 536 |
Aggregate depreciation | 75 | 75 |
Value of land in freehold land and buildings | 311 | 311 |
Fixed assets, included in the above, which are held under hire purchase contracts or finance leases are as follows: |
Motor |
vehicles |
£'000 |
Cost or valuation |
At 1 April 2023 |
and 31 March 2024 | 44 |
Depreciation |
At 1 April 2023 | 33 |
Charge for year | 11 |
At 31 March 2024 | 44 |
Net book value |
At 31 March 2024 | - |
At 31 March 2023 | 11 |
13. | Fixed asset investments |
Group |
Unlisted |
investments |
£'000 |
Cost |
At 1 April 2023 |
and 31 March 2024 | 10 |
Net book value |
At 31 March 2024 | 10 |
At 31 March 2023 | 10 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
13. | Fixed asset investments - continued |
Company |
Shares in |
group |
undertakings |
£'000 |
Cost |
At 1 April 2023 |
and 31 March 2024 |
Net book value |
At 31 March 2024 |
At 31 March 2023 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiaries |
Manhattan TV Limited |
Registered office: UK |
Nature of business: Development and supply of satellite TV equipment |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Eurosat Distribution Limited |
Registered office: UK |
Nature of business: Distribution of satellite TV equipment |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Eurosat Distribution (Midlands) Limited |
Registered office: UK |
Nature of business: Distribution of satellite TV equipment |
% |
Class of shares: | holding |
Ordinary | 50.50 |
National Broadband Limited (T/A 4G Internet) |
Registered office: UK |
Nature of business: Reseller of Broadband Services |
% |
Class of shares: | holding |
Ordinary | 75.01 |
14. | Stocks |
Group |
2024 | 2023 |
£'000 | £'000 |
Finished goods | 2,475 | 1,028 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
15. | Debtors: amounts falling due within one year |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£'000 | £'000 | £'000 | £'000 |
Trade debtors | 1,246 | 2,427 |
Other debtors | 4 | 5 |
Directors' loan accounts | 505 | 104 | - | - |
Tax | - | 101 |
Prepayments and accrued income | 76 | 68 |
1,831 | 2,705 |
16. | Creditors: amounts falling due within one year |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£'000 | £'000 | £'000 | £'000 |
Trade creditors | 864 | 726 |
Tax | 426 | 24 |
Social security and other taxes | 46 | 47 |
VAT | 279 | 333 | - | - |
Other creditors | 11 | 11 |
Credit card | 2 | 1 | - | - |
Accrued expenses | 152 | 174 |
1,780 | 1,316 |
17. | Leasing agreements |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
2024 | 2023 |
£'000 | £'000 |
Within one year | 103 | 116 |
Between one and five years | 16 | 103 |
119 | 219 |
18. | Secured debts |
A fixed charge has been granted to HSBC over the property and assets of the group. A floating charge is |
also in existence over all assets. |
19. | Provisions for liabilities |
Group |
2024 | 2023 |
£'000 | £'000 |
Deferred tax | 6 | 18 |
NEEM HOLDINGS LIMITED (REGISTERED NUMBER: 04061616) |
Notes to the Consolidated Financial Statements - continued |
for the year ended 31 March 2024 |
19. | Provisions for liabilities - continued |
Group |
Deferred |
tax |
£'000 |
Balance at 1 April 2023 | 18 |
Utilised during year | (12 | ) |
Balance at 31 March 2024 | 6 |
20. | Called up share capital |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary A shares | 10p | 558 | 558 |
Ordinary B shares | 10p | 405 | 405 |
963 | 963 |
21. | Non-controlling interests |
Group | Group |
31.3.24 | 31.3.23 |
£'000 | £'000 |
At beginning of year | 726 | 715 |
Share of profits for year | 24 | 11 |
Dividends paid to NCI in year | - | - |
At end of year |
750 | 726 |
22. | Pension commitments |
Pension contributions payable during the year amounted to £71,277 (2023: £67,661). There was £4,524 |
outstanding at the year end (2023: £5,146). |
23. | Directors' advances, credits and guarantees |
Included within other debtors due within one year is an amount of £505,147 (2023 - £103,607) due from the director, Mr Abbas Arbab-Zaeh. |
24. | Ultimate controlling party |
The ultimate controlling party is Mr A Arbab-Zadeh. |