Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31No description of principal activity2023-01-01false50Ordinaryfalse55falsefalse 09865200 2023-01-01 2023-12-31 09865200 2022-01-01 2022-12-31 09865200 2023-12-31 09865200 2022-12-31 09865200 2022-01-01 09865200 c:RestatedAmount 2022-12-31 09865200 2 2023-01-01 2023-12-31 09865200 e:Director1 2023-01-01 2023-12-31 09865200 e:Director2 2023-01-01 2023-12-31 09865200 e:RegisteredOffice 2023-01-01 2023-12-31 09865200 c:Buildings c:LongLeaseholdAssets 2023-01-01 2023-12-31 09865200 c:Buildings c:LongLeaseholdAssets 2023-12-31 09865200 c:Buildings c:LongLeaseholdAssets 2022-12-31 09865200 c:OfficeEquipment 2023-01-01 2023-12-31 09865200 c:OfficeEquipment 2023-12-31 09865200 c:OfficeEquipment 2022-12-31 09865200 c:OfficeEquipment c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09865200 c:ComputerEquipment 2023-01-01 2023-12-31 09865200 c:ComputerEquipment 2023-12-31 09865200 c:ComputerEquipment 2022-12-31 09865200 c:ComputerEquipment c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09865200 c:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 09865200 c:CopyrightsPatentsTrademarksServiceOperatingRights 2023-01-01 2023-12-31 09865200 c:CopyrightsPatentsTrademarksServiceOperatingRights 2023-12-31 09865200 c:CopyrightsPatentsTrademarksServiceOperatingRights 2022-12-31 09865200 c:CurrentFinancialInstruments 2023-12-31 09865200 c:CurrentFinancialInstruments 2022-12-31 09865200 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 09865200 c:CurrentFinancialInstruments c:WithinOneYear 2022-12-31 09865200 c:ShareCapital 2023-12-31 09865200 c:ShareCapital 2022-12-31 09865200 c:ShareCapital 2022-01-01 09865200 c:SharePremium 2023-12-31 09865200 c:SharePremium 2 2023-01-01 2023-12-31 09865200 c:SharePremium 2022-12-31 09865200 c:SharePremium c:RestatedAmount 2022-12-31 09865200 c:SharePremium 2022-01-01 09865200 c:OtherMiscellaneousReserve 2023-01-01 2023-12-31 09865200 c:OtherMiscellaneousReserve 2023-12-31 09865200 c:OtherMiscellaneousReserve 2 2023-01-01 2023-12-31 09865200 c:OtherMiscellaneousReserve 2022-12-31 09865200 c:OtherMiscellaneousReserve c:RestatedAmount 2022-12-31 09865200 c:OtherMiscellaneousReserve 2022-01-01 09865200 c:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 09865200 c:RetainedEarningsAccumulatedLosses 2023-12-31 09865200 c:RetainedEarningsAccumulatedLosses 2 2023-01-01 2023-12-31 09865200 c:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 09865200 c:RetainedEarningsAccumulatedLosses 2022-12-31 09865200 c:RetainedEarningsAccumulatedLosses c:RestatedAmount 2022-12-31 09865200 c:RetainedEarningsAccumulatedLosses 2022-01-01 09865200 c:AcceleratedTaxDepreciationDeferredTax 2023-12-31 09865200 c:AcceleratedTaxDepreciationDeferredTax 2022-12-31 09865200 c:TaxLossesCarry-forwardsDeferredTax 2023-12-31 09865200 c:TaxLossesCarry-forwardsDeferredTax 2022-12-31 09865200 e:OrdinaryShareClass1 2023-01-01 2023-12-31 09865200 e:OrdinaryShareClass1 2023-12-31 09865200 e:FRS102 2023-01-01 2023-12-31 09865200 e:Audited 2023-01-01 2023-12-31 09865200 e:FullAccounts 2023-01-01 2023-12-31 09865200 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 09865200 c:CopyrightsPatentsTrademarksServiceOperatingRights c:OwnedIntangibleAssets 2023-01-01 2023-12-31 09865200 c:SharePremium c:PriorPeriodErrorIncreaseDecrease 2023-01-01 2023-12-31 09865200 c:OtherMiscellaneousReserve c:PriorPeriodErrorIncreaseDecrease 2023-01-01 2023-12-31 09865200 c:RetainedEarningsAccumulatedLosses c:PriorPeriodErrorIncreaseDecrease 2023-01-01 2023-12-31 09865200 c:PriorPeriodErrorIncreaseDecrease 2023-01-01 2023-12-31 09865200 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure


Registered number: 09865200












STAGWELL MEDIA (NRG) UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

 

STAGWELL MEDIA (NRG) UK LIMITED

CONTENTS



Page
Company information
 
1
Directors' report
 
2
Directors' responsibilities statement
 
3
Independent auditor's report
 
4 - 7
Profit and loss account
 
8
Balance sheet
 
9
Statement of changes in equity
 
10
Notes to the financial statements
 
11 - 19

 

STAGWELL MEDIA (NRG) UK LIMITED
 
COMPANY INFORMATION


Directors
J Penn 
R Greene 




Registered number
09865200



Registered office
3rd Floor
Blue Fin Building

110 Southwark Street

London

England

SE1 0SU




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

STAGWELL MEDIA (NRG) UK LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

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

Directors

The directors who served during the year were:

J Penn 
R Greene 

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Small companies note

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

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





J Penn
Director

Date: 19 February 2025
Page 2

 

STAGWELL MEDIA (NRG) UK LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

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

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

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

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

Page 3

 

STAGWELL MEDIA (NRG) UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STAGWELL MEDIA (NRG) UK LIMITED
 FOR THE YEAR ENDED 31 DECEMBER 2023

Opinion


We have audited the financial statements of Stagwell Media (NRG) UK Limited (the 'company') for the year ended 31 December 2023, which comprise the profit and loss account, the balance sheet, the statement of changes in equity and the notes, including significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


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


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


Page 4

 

STAGWELL MEDIA (NRG) UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STAGWELL MEDIA (NRG) UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


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


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


Page 5

 

STAGWELL MEDIA (NRG) UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STAGWELL MEDIA (NRG) UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Auditor's responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

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

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

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

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

performed analytical procedures to identify any unusual or unexpected movements;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

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

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. 

Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
 
Page 6

 

STAGWELL MEDIA (NRG) UK LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF STAGWELL MEDIA (NRG) UK LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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


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 auditor's report.


Use of our report
 

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





Nicholas Anderson (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

21 February 2025
Page 7

 

STAGWELL MEDIA (NRG) UK LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
£
£


Turnover
4,080,015
3,327,446

Administrative expenses
(4,734,557)
(4,010,942)

Operating loss
(654,542)
(683,496)

Interest payable and similar expenses
(353,454)
(192,352)

Loss before taxation
(1,007,996)
(875,848)

Tax on loss
-
(12,448)

Loss for the year
(1,007,996)
(888,296)

There are no items of other comprehensive income for the year or the prior year other than the loss for the year. As a result, no statement of comprehensive income has been presented.
Page 8


 
REGISTERED NUMBER:09865200
STAGWELL MEDIA (NRG) UK LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 4 
11,967
23,032

Tangible fixed assets
 5 
41,316
62,009

  
53,283
85,041

Current assets
  

Debtors: amounts falling due within one year
 6 
4,758,976
6,696,516

Cash at bank and in hand
  
1,773,738
165,879

  
6,532,714
6,862,395

Creditors: amounts falling due within one year
 7 
(9,616,163)
(9,010,073)

Net current liabilities
  
 
 
(3,083,449)
 
 
(2,147,678)

Provisions for liabilities
  

Deferred tax
 8 
(3,262)
(3,262)

  
 
 
(3,262)
 
 
(3,262)

Net liabilities
  
(3,033,428)
(2,065,899)


Capital and reserves
  

Called up share capital 
 9 
-
-

Other reserves
  
664,468
664,468

Share based payments reserve
  
22,637
-

Profit and loss account
  
(3,720,533)
(2,730,367)

Total equity
  
(3,033,428)
(2,065,899)


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

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




J Penn
Director

Date: 19 February 2025

The notes on pages 11 to 19 form part of these financial statements.
Page 9

 

STAGWELL MEDIA (NRG) UK LIMITED

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


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

£
£
£
£
£


At 1 January 2022
-
664,468
-
(1,842,071)
(1,177,603)



Loss for the year (as restated)
-
-
-
(888,296)
(888,296)



At 31 December 2022 and 1 January 2023 (as previously stated)
-
664,468
-
(3,259,215)
(2,594,747)

Prior year adjustment (see note 10)
-
-
-
528,848
528,848


At 31 December 2022 and 1 January 2023 (as restated)
-
664,468
-
(2,730,367)
(2,065,899)



Loss for the year
-
-
-
(1,007,996)
(1,007,996)

Share based payments
-
-
40,467
-
40,467

Share options exercised
-
-
(17,830)
17,830
-


At 31 December 2023
-
664,468
22,637
(3,720,533)
(3,033,428)


The notes on pages 11 to 19 form part of these financial statements.
Page 10

 

STAGWELL MEDIA (NRG) UK LIMITED

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

1.


General information

Stagwell Media (NRG) UK Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is 3rd Floor, Blue Fin Building, 110 Southwark Street, London England, SE1 0SU.
The financial statements are presented in Sterling (£), which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied.

The following principal accounting policies have been applied:

 
2.2

Going concern

The company is reliant on the support of its parent. The directors have received assurances of its continued support for at least the next twelve months from the date these financial statements were approved.
Having considered post year end trading and financial results, cash reserves and committed borrowing facilities, and after making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence and meet its liabilities, including providing support to Stagwell Media (NRG) UK Limited, as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved.
Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 11

 

STAGWELL MEDIA (NRG) UK LIMITED

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

2.Accounting policies (continued)

 
2.4

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Trademarks
-
18
years

 
2.5

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.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
7 years
Office equipment
-
7 years
Computer equipment
-
3-5 years

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

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

  
2.6

Share capital

Ordinary shares are classified as equity.

  
2.7

Capital contribution

Capital contributions represent funds provided by the parent undertaking by way of an irrevocable gift. Capital contributions are included under other reserves in the balance sheet. These reserves are distributable.

Page 12

 

STAGWELL MEDIA (NRG) UK LIMITED

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

2.Accounting policies (continued)

  
2.8

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances and intercompany financing, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does
Page 13

 

STAGWELL MEDIA (NRG) UK LIMITED

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

2.Accounting policies (continued)

not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. 
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.9

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the profit and loss account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.

 
2.10

Operating leases: the company as lessee

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

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

Page 14

 

STAGWELL MEDIA (NRG) UK LIMITED

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

2.Accounting policies (continued)

 
2.11

Pensions

Defined contribution pension plan

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

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

 
2.12

Share-based payments

The group, to which the company belongs, issues restricted share units over the ultimate parent company's equity to employees of the company. The company measures the services received from its employees in accordance with the requirements applicable to equity settled share based payment transactions. Amounts are disclosed net within equity.

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. 
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

3.


Employees

The average monthly number of employees, including directors, during the year was 55 (2022 - 50).

Page 15

 

STAGWELL MEDIA (NRG) UK LIMITED

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

4.


Intangible assets




Trademarks

£



Cost


At 1 January 2023
199,177



At 31 December 2023

199,177



Amortisation


At 1 January 2023
176,145


Charge for the year
11,065



At 31 December 2023

187,210



Net book value



At 31 December 2023
11,967



At 31 December 2022
23,032



Page 16

 

STAGWELL MEDIA (NRG) UK LIMITED

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

5.


Tangible fixed assets





Leasehold improvements
Office equipment
Computer equipment
Total

£
£
£
£



Cost


At 1 January 2023
4,925
24,475
115,871
145,271


Additions
-
-
6,223
6,223


Disposals
-
(1,978)
(25,277)
(27,255)



At 31 December 2023

4,925
22,497
96,817
124,239



Depreciation


At 1 January 2023
-
15,900
67,362
83,262


Charge for the year
1,783
4,052
20,180
26,015


Disposals
-
(1,077)
(25,277)
(26,354)



At 31 December 2023

1,783
18,875
62,265
82,923



Net book value



At 31 December 2023
3,142
3,622
34,552
41,316



At 31 December 2022
4,925
8,575
48,509
62,009


6.


Debtors

As restated
2023
2022
£
£


Trade debtors
933,387
453,787

Amounts owed by group undertakings
3,583,197
6,186,824

Other debtors
4,765
3,593

Prepayments and accrued income
237,627
52,312

4,758,976
6,696,516


Amounts owed by group undertakings are interest free, have no fixed repayment date and are repayable on demand.

Page 17

 

STAGWELL MEDIA (NRG) UK LIMITED

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

7.


Creditors: amounts falling due within one year

2023
2022
£
£

Trade creditors
103,396
122,837

Amounts owed to group undertakings
8,580,842
8,271,438

Other taxation and social security
25,733
-

Other creditors
-
12,110

Accruals and deferred income
906,192
603,688

9,616,163
9,010,073


Included in amounts owed to group undertakings is a loan of £4,459,402 (2022: £4,458,402), bearing interest of SOFR+2.75%, replacing LIBOR from 30 June 2023 . The loan has no fixed repayment date and is repayable on demand.
The remainder of the balances owed to group undertakings are interest free, have no fixed repayment date and are repayable on demand.
Included within accruals is an amount relating to unpaid pension contributions of £46,033 (2022: £20,342).


8.


Deferred taxation




2023


£






At beginning of year
(3,262)



At end of year
(3,262)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Timing differences on capital allowances
(5,791)
(5,791)

Short term timing differences
2,529
2,529

(3,262)
(3,262)

Page 18

 

STAGWELL MEDIA (NRG) UK LIMITED

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

9.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 shares of £0.0001 each (2022 - 100 ordinary shares of £0.0001 each)   
-
-





10.


Prior year adjustment

During the current financial year, it was identified that intercompany adjustments were incorrectly posted to foreign currency gains and losses in the prior year. 
The comparative information presented in the financial statements for the year ended 31 December 2022 has been restated to correct this error, with each affected financial statement line item for the prior period restated as follows:
The restatement decreased the company's administration expenses for the year ended 31 December 2022 by £528,848 to £4,010,942, subsequently reducing the loss before taxation to £875,848.
The company's amount owed by group undertakings as at 31 December 2022 increased by £528,848 to £6,186,824.
The impact on opening reserves at 1 January 2023 was a decrease of negative reserves by £528,848 to £2,730,367.


11.


Parent undertaking

The immediate parent undertaking is the National Research Group, Inc..
The ultimate parent undertaking is the smallest and largest group to consolidate these financial statements is Stagwell, Inc., a company incorporated in New York, the registered office of which is situated at One World Trade Center, Floor 65, New York, NY 1007. Copies of the Stagwell Inc's consolidated financial statements can be obtained from https://www.stagwellglobal .com/
 
Page 19