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Registered number: 03201180









PIAS COOPERATIVE LIMITED









DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
PIAS COOPERATIVE LIMITED
 
 
COMPANY INFORMATION


Directors
K B Gates 
N B Hartley 
M J Lambot 




Company secretary
N B Hartley



Registered number
03201180



Registered office
1 Bevington Path

London

SE1 3PW




Independent auditor
CLA Evelyn Partners Limited
Chartered Accountants & Statutory Auditor

Cumberland House

15-17 Cumberland Place

Southampton

SO15 2BG





 
PIAS COOPERATIVE LIMITED
 

CONTENTS



Page
Directors' Report
 
1
Directors' Responsibilities Statement
 
2
Independent Auditor's Report
 
3 - 6
Statement of Comprehensive Income
 
7
Balance Sheet
 
8
Statement of Changes in Equity
 
9
Notes to the Financial Statements
 
10 - 14


 
PIAS COOPERATIVE 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.

Principal activity

The principal activity of the Company was that of a record label engaged in the production and exploitation of sound recordings. During the year the trade and assets of the company were hived into its parent company. 

Directors

The directors who served during the year were:

K B Gates 
N B Hartley 
M J Lambot 

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.

Auditor

The auditors, CLA Evelyn Partners Limited, was appointed and will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. 

Small companies note

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

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






N B Hartley
Director

Date: 26 February 2025

Page 1

 
PIAS COOPERATIVE 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;


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 2

 
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIAS COOPERATIVE LIMITED
 

Qualified Opinion

We have audited the financial statements of PIAS COOPERATIVE LIMITED (the 'company') for the year ended  31 December 2023 which comprise the Statement of comprehensive income, Balance sheet, Statement of changes in equity and the notes to the financial statements, including significant accounting policies.  The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the possible effects of the matter described in the basis of qualified opinion section of our report, 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 results 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 qualified opinion

We were not appointed as auditor for the Company until after 31 December 2022 and thus did not observe the counting of physical inventories at the end of that year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities of £127,217 held at 31 December 2022 by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount at 31 December 2022 was necessary or whether there was any consequential effect on intercompany debtors due to the subsequent hive-up of trade and assets to PIAS Recordings Ltd for the year ended 31 December 2023.  
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 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 qualified opinion.

Emphasis of matter – not a going concern 

We draw attention to note 2.1 of the financial statements, which explains that the financial statements have not been prepared on a going concern basis for the reasons set out in that note. Our opinion is not modified in respect of this matter. 
Page 3

 
PIAS COOPERATIVE LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIAS COOPERATIVE LIMITED

Other information

The other information comprises the information included in the Directors' report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Directors' report and financial statements. 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. 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. 


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 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.

Arising solely from the limitation on the scope of our work relating to opening inventory, referred to above:
we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and
we were unable to determine whether adequate accounting records have been kept.

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:
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
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption 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 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Page 4

 
PIAS COOPERATIVE LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIAS COOPERATIVE LIMITED

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:

We obtained a general understanding of the Company’s legal and regulatory framework through enquiry of management concerning their understanding of relevant laws and regulations, the entity’s policies, and procedures regarding compliance, and how they identify, evaluate and account for litigation claims. We
also drew on our existing understanding of the Company’s industry and regulation.
We understand that the Company complies with the framework through:
 
Outsourcing tax compliance to external experts.
Subscribing to relevant updates from external experts, and making changes to internal procedures and controls as necessary.
Regular leadership meetings where management and the directors would discuss any significant matters regarding non-compliance with laws and regulations

In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, which are central to the Company’s ability to conduct its business, and/or where there is a risk that failure to comply could result in material penalties. We identified the following laws and regulations as being of significance in the context of the Company:
 
The Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements. 

The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the entity’s financial statements to material misstatement, including how fraud might occur.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Other matter
The financial statements of PIAS COOPERATIVE LIMITED for the year ended 31 December 2022 were unaudited.




 
Page 5

 
PIAS COOPERATIVE LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF PIAS COOPERATIVE LIMITED

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 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.



Andrew Edmonds (Senior Statutory Auditor)
  
for and on behalf of
CLA Evelyn Partners Limited
 
Chartered Accountants
Statutory Auditor
  
Cumberland House
15-17 Cumberland Place
Southampton
SO15 2BG

26 February 2025
Page 6

 
PIAS COOPERATIVE LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

  

Turnover
  
-
1,571,971

Cost of sales
  
-
(500,524)

Gross profit
  
-
1,071,447

Distribution costs
  
-
(296,615)

Administrative expenses
  
-
(142,811)

Operating profit
  
-
632,021

Tax on profit
  
-
-

Profit for the financial year
  
-
632,021

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

Page 7

 
PIAS COOPERATIVE LIMITED
REGISTERED NUMBER:03201180

BALANCE SHEET
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Current assets
  

Stocks
  
-
127,217

Debtors: amounts falling due within one year
 4 
979,082
3,035,205

  
979,082
3,162,422

Creditors: amounts falling due within one year
 5 
-
(2,183,340)

Net assets
  
 
 
979,082
 
 
979,082


Capital and reserves
  

Called up share capital 
  
2
2

Profit and loss account
  
979,080
979,080

  
979,082
979,082


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: 




N B Hartley
Director

Date: 26 February 2025

The notes on pages 10 to 14 form part of these financial statements.

Page 8

 
PIAS COOPERATIVE LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022 (as previously stated)
2
850,501
850,503

Prior year adjustment (note 6)
-
(503,442)
(503,442)


At 1 January 2022 (as restated)
2
347,059
347,061


Comprehensive income for the year

Profit for the year
-
632,021
632,021



At 1 January 2023
2
979,080
979,082


At 31 December 2023
2
979,080
979,082


The notes on pages 10 to 14 form part of these financial statements.

Page 9

 
PIAS COOPERATIVE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

PIAS Cooperative Limited (formerly Mike Recordings UK Limited) is a private company, limited by shares, domiciled and incorporated in England and Wales (registered number: 03201180). The address of the registered office is 1 Bevington Path, London, England, SE1 3PW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
On the 1 January 2023 the trade and assets of the Company were hived up into the parent company, PIAS Recordings Ltd. The directors have taken the decision that the company will cease its activities and accordingly, the financial statements have been prepared on the basis other than going concern. The directors are satisfied that the company will have adequate resources to meet their financial obligations as they fall due for the period until the company is liquidated.
No adjustments were necessary as a result of the change in basis of preparation.
The following principal accounting policies have been applied:

Page 10

 
PIAS COOPERATIVE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.2

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:

Sale of goods

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of turnover can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Turnover 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 turnover 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.

 
2.3

Stocks

Stocks are stated at the lower of cost and net realisable value and are shown net of provisions for slow moving and obsolete stocks. Costs include materials, costs of assembly, freight and duty costs. Net realisable value is based on estimated selling price less further costs expected to be incurred to completion or disposal.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
Where stock risk is borne (across all group companies), the obsolescence reserve policy for each stock item is based on raising a provision for the difference between the closing stock value and the value of stock sold within the previous 12 months. The level of reserve may be adjusted where items are prestocked prior to release or where there is insufficient sales history (less than 12 months) for recently released products.

Page 11

 
PIAS COOPERATIVE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Financial instruments

Financial assets and financial liabilities are recognised in the Balance Sheet when the Company becomes a party to the contractual provisions of the instrument. 
Trade and other debtors and creditors are classified as basic financial instruments and measured on 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 Company will not be able to collect all amounts due.
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 Company after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 
2.5

Taxation

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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.6

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 12

 
PIAS COOPERATIVE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (2022 -£NIL).



4.


Debtors

As restated
2023
2022
£
£


Amounts owed by group undertakings
979,082
-

Other debtors
-
3,035,205

979,082
3,035,205



5.


Creditors: Amounts falling due within one year

2023
2022
£
£

Other creditors
-
1,813,401

Accruals and deferred income
-
369,939

-
2,183,340



6.


Prior year adjustment

A balance of £503,422 had been incorrectly recorded from past group reconstructions. As a result, the opening Profit and Loss reserves balance and group balances at 31 December 2022 have been restated and reduced. 


7.


Related party transactions

The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.

Page 13

 
PIAS COOPERATIVE LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Controlling party

During the year the company was acquired by PIAS Recordings Ltd, a company registered in England and Wales. 
The ultimate parent company during the year was Gala Holding SRL, a company registered in Belgium. Copies of the group financial statements are available from Rue St Laurent 36-38, 1000 Bruxelles, Belgium.
During the year, the directors did not consider there to be an ultimate controlling party. Since the year end the Group have become a fully owned subsidiary of Universal Music Group.

Page 14