REGISTERED NUMBER: 02477508 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
N.B.D. HOLDINGS LIMITED |
REGISTERED NUMBER: 02477508 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
N.B.D. HOLDINGS LIMITED |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 10 |
Consolidated Other Comprehensive Income | 11 |
Consolidated Balance Sheet | 12 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Cash Flow Statement | 17 |
Notes to the Consolidated Financial Statements | 18 |
N.B.D. HOLDINGS LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
55 Loudoun Road |
St John's Wood |
London |
NW8 0DL |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
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 |
2024 was a good year for the N.B.D. Holdings Limited group, with turnover at £10.4m (2023: £13.2m) excluding the impact of its parent company 108 Media Ltd going into administration, ultimately in August 2024. As a result, there was a negative impact on the figures; (a) the cancellation of a £3m sale in Australia where the broadcaster decided not to proceed with the project and, (b) the continued financial struggles of our parent company 108 Media Ltd, leading to the cancellation of other deals that were concluded but on which we were unable to deliver as a result of 108 Media Ltd's demise. That, and the lack of promised acquisition investment from 108 Media Ltd into the N.B.D. Holdings Limited group meant we were not in a position to acquire new product. Instead, 108 Media Ltd demanded the use of the groups cash to pay the interest on its debts. As a result of the above, the groups turnover was reduced to £9.2m. |
Despite the above, the N.B.D. Holdings Limited group's sales performance has been very solid and we are currently negotiating future investment from various parties in order to replenish the group's catalogue. |
Revenues were generated from a diverse spread of major deals in the US across PBS, Acorn TV, and in the pan European, Australasian and Latin American markets. Key deals were struck with Foxtel and ABC Australia, BBC UK and Viasat Scandinavia,. |
The group's catalogue performed well again during the year with best-selling franchises including Aussie Gold Hunters, the James Martin Adventures food series', My Life is Murder, The Frankie Drake Mysteries and Love Me leading the way. |
Looking forward, the N.B.D. Holdings Limited group is well placed to deliver further growth and revenues, underpinned by its highly regarded, experienced and talented team together with its robust distribution infrastructure. The group continues to actively engage with a wide range of investors and stakeholders to provide an enhanced content fund to finance and distribute an increased pipeline of projects which will drive further growth for the business. |
PRINCIPAL RISKS AND UNCERTAINTIES |
General commercial risks |
The group's management aims to minimise risk of over-reliance on individual business segments, members of staff, productions or customers by developing a broad, balanced stable of production and distribution activities and intellectual property. Clear risk assessment and strong financial and operational management is essential to control and manage the groups existing business, retain key staff and balance current development with future growth plans. As the group operates in overseas markets, it is also subject to exposures on transactions undertaken in foreign currencies. |
Production and distribution revenue |
Production revenue will remain at current levels given the group has ceased to pursue productions in development and will focus on its two current franchises. Distribution revenue is forecast to continue rising as this division is the prime focus of the group going forward. |
Funding and liquidity risk |
Securing funding from external parties to grow the catalogue through acquisition is key to the rights and licensing business. As mentioned above, we are discussing new funding opportunities with various parties that we are confident will come to fruition in the first half of the year. These efforts are being supported by the primary creditor of 108 Media Ltd. |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2024 |
Exchange rate risk |
Management review expected cash inflows and outflows in source currency on a regular basis. The group applies foreign currency matching principles to reduce foreign currency exposure and protect against any short-term fluctuations where possible. |
KEY PERFORMANCE INDICATORS |
The group uses a number of performance indicators to monitor and manage the business effectively. The key performance indicators for the year ended 31 March 2024, with comparatives for the year ended 31 March 2023 are as follows. |
Without the cancellation of the sales contracts in relation to 108 Media Ltd and the provision against the balances due from 108 Media Ltd, the KPI's for the year would have been as follows. |
31.3.24 |
£ |
Turnover | 10,358,056 |
Gross profit | 2,122,262 |
Total operating (loss) / profit | 396,673 |
Net assets | 3,073,521 |
It is also to be noted that there were dividends totalling £500,000 declared and paid to 108 Media Limited in the year, further reducing the group's net asset and cash position. |
The KPI's for the year including the impact of the 108 Media Limited cancellation of sales and provision against balances due to 108 Media Limited are as follows: |
31.3.24 | 31.3.23 |
£ | £ |
Turnover | 9,165,794 | 13,208,541 |
Gross profit | 1,925,119 | 3,329,762 |
Total operating (loss) / profit | (1,505,672) | 1,429,494 |
Net assets | 1,171,177 | 3,090,020 |
ON BEHALF OF THE BOARD: |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
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 continued to be that of a holding company for a group whose activity during the year was the worldwide distribution of intellectual property, specialising in music, drama, factual and general entertainment. |
DIVIDENDS |
The total distribution of dividends for the year ended 31 March 2024 will be £ 500,000 . |
FUTURE DEVELOPMENTS |
The directors are confident that by pursuing the management policies, the group will achieve continued success in the years ahead. |
EVENTS SINCE THE END OF THE YEAR |
Please see note 21 of the accounts. |
DIRECTORS |
The directors who have held office during the period from 1 April 2023 to the date of this report are as follows: |
E G Sullivan - appointed 6 May 2023 |
D C M Craven - resigned 8 August 2023 |
N A Mcmyn - resigned 6 May 2023 |
J Farquharson - resigned 6 May 2023 |
S P Ayton, N B Davies-Williams and N J Pike were appointed as directors after 31 March 2024 but prior to the date of this report. |
G C Quinn, A Rastogi and E G Sullivan ceased to be directors after 31 March 2024 but prior to the date of this report. |
MATTERS COVERED IN THE GROUP STRATEGIC REPORT |
The principal risks and uncertainties facing the group and key financial performance indicators have been considered in the group strategic 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). 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. |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
STATEMENT OF DIRECTORS' RESPONSIBILITIES - continued |
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. |
AUDITORS |
In accordance with the company's articles, a resolution proposing that MGR Weston Kay LLP be reappointed as auditor of the group will be put at a General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
N.B.D. HOLDINGS LIMITED |
Opinion |
We have audited the financial statements of N.B.D. Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
N.B.D. HOLDINGS LIMITED |
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. |
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 pages four and 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
N.B.D. HOLDINGS LIMITED |
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. |
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
As part of our planning of the audit work required, we obtained an understanding of the legal and regulatory frameworks that are applicable to the entity via enquiries of the company's management, carrying out analytical procedures, holding discussions amongst the engagement team and using our knowledge of the sector. |
We determined that the most significant laws and regulations were relating to: |
· Health and safety regulations; |
· Employment law; and |
· UK Tax legislation. |
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as FRS102 and the Companies Act 2006. |
Based on the results of our risk assessment we designed our audit procedures to identify instances of non-compliance with the laws and regulations and the fraud risks identified. This included enquiries of management to understand their policies and procedures for compliance with those regulations and we completed the following tests: |
· Obtained an understanding of relevant controls; |
· Reviewed the company's risks assessments, procedures, health and safety policies and communications with employees; |
· Checked a sample of documentation; |
· Reviewed records for evidence of complaints or litigation; and |
· Reviewed correspondence with HMRC. |
We also assessed the risk of material misstatement in relation to fraud in respect of the following: |
· Revenue fraud; |
· Unauthorised expenditure and/or payments; |
· Management override of controls; and |
· Related party fraud. |
Based on the results of our risk assessment we designed audit procedures to identify and address material misstatements in relation to fraud. This included the risk of management bias and the risk of making inappropriate accounting entries. |
No significant issues were identified during our testing. |
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities, including fraud, rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
N.B.D. HOLDINGS LIMITED |
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 Auditors |
55 Loudoun Road |
St John's Wood |
London |
NW8 0DL |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
TURNOVER | 9,165,794 | 13,208,541 |
Cost of sales | (7,240,675 | ) | (9,878,779 | ) |
GROSS PROFIT | 1,925,119 | 3,329,762 |
Administrative expenses | (1,725,588 | ) | (1,945,322 | ) |
199,531 | 1,384,440 |
Other operating income | - | 45,054 |
Provision against amount owed |
from parent undertaking | (1,705,203 | ) | - |
OPERATING (LOSS)/PROFIT | 5 | (1,505,672 | ) | 1,429,494 |
Interest receivable and similar income | 8,216 | 2,746 |
(1,497,456 | ) | 1,432,240 |
Interest payable and similar expenses | 7 | (15,711 | ) | (886 | ) |
(LOSS)/PROFIT BEFORE TAXATION | (1,513,167 | ) | 1,431,354 |
Tax on (loss)/profit | 8 | 94,324 | (92,467 | ) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (1,418,843 | ) | 1,338,887 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | (1,418,843 | ) | 1,338,887 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(1,418,843 |
) |
1,338,887 |
Total comprehensive income attributable to: |
Owners of the parent | (1,418,843 | ) | 1,338,887 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
CONSOLIDATED BALANCE SHEET |
31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | - | - |
Tangible assets | 12 | - | 6,527 |
Investments | 13 | - | - |
- | 6,527 |
CURRENT ASSETS |
Debtors | 14 | 9,835,379 | 10,666,725 |
Cash at bank | 2,713,021 | 6,908,766 |
12,548,400 | 17,575,491 |
CREDITORS |
Amounts falling due within one year | 15 | (11,377,223 | ) | (14,491,998 | ) |
NET CURRENT ASSETS | 1,171,177 | 3,083,493 |
TOTAL ASSETS LESS CURRENT LIABILITIES | 1,171,177 | 3,090,020 |
CAPITAL AND RESERVES |
Called up share capital | 18 | 1,655,114 | 1,655,114 |
Share premium | 7,882 | 7,882 |
Merger reserve | (1,078,085 | ) | (1,078,085 | ) |
Retained earnings | 586,266 | 2,505,109 |
SHAREHOLDERS' FUNDS | 1,171,177 | 3,090,020 |
The financial statements were approved by the Board of Directors and authorised for issue on 6 March 2025 and were signed on its behalf by: |
S P Ayton - Director |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
COMPANY BALANCE SHEET |
31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 14 |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Share premium |
Retained earnings | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | - | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2024 |
Called up |
share | Retained | Share | Merger | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2022 | 1,655,114 | 1,166,222 | 7,882 | (1,078,085 | ) | 1,751,133 |
Changes in equity |
Total comprehensive income | - | 1,338,887 | - | - | 1,338,887 |
Balance at 31 March 2023 | 1,655,114 | 2,505,109 | 7,882 | (1,078,085 | ) | 3,090,020 |
Changes in equity |
Total comprehensive income | - | (1,418,843 | ) | - | - | (1,418,843 | ) |
Dividends | - | (500,000 | ) | - | - | (500,000 | ) |
Balance at 31 March 2024 | 1,655,114 | 586,266 | 7,882 | (1,078,085 | ) | 1,171,177 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 April 2022 | ( |
) |
Changes in equity |
Balance at 31 March 2023 | ( |
) |
Changes in equity |
Balance at 31 March 2024 | ( |
) |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | (2,374,902 | ) | 3,756,046 |
Interest paid | (15,711 | ) | (886 | ) |
Tax paid | (107,053 | ) | (40,767 | ) |
Net cash from operating activities | (2,497,666 | ) | 3,714,393 |
Cash flows from investing activities |
Interest received | 8,216 | 2,746 |
Net cash from investing activities | 8,216 | 2,746 |
Cash flows from financing activities |
New loans in year | 498,908 | - |
Payments made to parent | (1,705,203 | ) | - |
Equity dividends paid | (500,000 | ) | - |
Net cash from financing activities | (1,706,295 | ) | - |
(Decrease)/increase in cash and cash equivalents | (4,195,745 | ) | 3,717,139 |
Cash and cash equivalents at beginning of year |
2 |
6,908,766 |
3,191,627 |
Cash and cash equivalents at end of year | 2 | 2,713,021 | 6,908,766 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | RECONCILIATION OF (LOSS)/PROFIT FOR THE FINANCIAL YEAR TO CASH GENERATED FROM OPERATIONS |
31.3.24 | 31.3.23 |
£ | £ |
(Loss)/profit for the financial year | (1,418,843 | ) | 1,338,887 |
Depreciation charges | 6,527 | 7,063 |
Loss on revaluation of fixed assets | 1,705,203 | - |
Finance costs | 15,711 | 886 |
Finance income | (8,216 | ) | (2,746 | ) |
Taxation | (94,324 | ) | 92,467 |
206,058 | 1,436,557 |
Decrease/(increase) in trade and other debtors | 931,147 | (977,220 | ) |
(Decrease)/increase in trade and other creditors | (3,512,107 | ) | 3,296,709 |
Cash generated from operations | (2,374,902 | ) | 3,756,046 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2024 |
31.3.24 | 1.4.23 |
£ | £ |
Cash and cash equivalents | 2,713,021 | 6,908,766 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 6,908,766 | 3,191,627 |
3. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank | 6,908,766 | (4,195,745 | ) | 2,713,021 |
6,908,766 | (4,195,745 | ) | 2,713,021 |
Debt |
Debts falling due within 1 year | - | (498,908 | ) | (498,908 | ) |
- | (498,908 | ) | (498,908 | ) |
Total | 6,908,766 | (4,694,653 | ) | 2,214,113 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | STATUTORY INFORMATION |
N.B.D. Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006. |
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. |
Basis of consolidation |
The consolidated financial statements incorporate those of N.B.D. Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). |
All financial statements are made up to 31 March 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group. |
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. |
The consolidated financial statements have been prepared using the principles of FRS 102, whereby merger accounting has been applied. This is on the basis that the group reogranisation in 2021 resulted in the ultimate shareholder remaining the same, the respective rights of the shareholder remained unchanged and no other interest in net assets of the group was altered by the transfer of ownership. |
Going concern |
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. |
Turnover |
Distribution revenue arises from the licensing of programme rights which have been obtained under distribution agreements with either external parties or group companies. Distribution revenue is recognised in the consolidated statement of comprehensive income on signature of the licence agreement and represents amounts receivable from such contracts. |
All revenue excludes value added tax. |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Intangible assets |
Programme rights are stated at the lower of cost, less accumulated amortisation,or net realisable value. Cost comprises the cost of production and all other directly attributable costs incurred up to completion of the programme and all programme development costs. where programmes in development are not expected to proceed, the related costs are written off to the profit and loss accounts. |
Amortisation of programme costs is charged in the ratio that actual revenue recognised in the current year bears to estimated ultimate revenue, after making provision for anticipated losses. At each balance sheet date, the directors review the carrying value of programme rights and consider whether a provision is required to reduce the carrying value of the investment in programmes to net realisable value. Amortisation and any change in respect of writing down to net realisable value during the year are included in the profit and loss account as part of cost of sales. Programme costs in respect of incomplete programmes are separately classified as work in progress. |
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. |
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
Programme Rights 10% straight line |
Tangible fixed assets |
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. |
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases: |
Fixtures and fittings 33% straight line |
Computer equipment 33% straight line |
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account. |
Impairment of fixed assets |
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). |
Cash and cash equivalents |
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities. |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments. |
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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. |
Taxation |
The tax expense represents the sum of the tax currently payable and deferred tax. |
Current tax |
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date. |
Deferred tax |
Deferred tax is provided in full in respect of taxation deferred by timing differences between the treatment of certain items for taxation and accounting purposes. The deferred tax balance has not been discounted. |
Foreign exchange |
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account. |
Leases |
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. |
Pension costs and other post-retirement benefits |
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
3. | JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
Key sources of estimation uncertainty |
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. |
Provision for bad and doubtful debts |
Calculating the provision involves an estimation in determining the recoverable amount of costs incurred, from hosting festivals, which are rechargeable to clients. |
Provision for intercompany loan balances |
A provision has been made against the intercompany balance due from 108 Media Ltd of £1,075,651 along |
with additional provisions totalling £629,552 in relation to expenses and advances paid on behalf of 108 Media Limited. |
4. | EMPLOYEES AND DIRECTORS |
31.3.24 | 31.3.23 |
£ | £ |
Wages and salaries | 915,116 | 1,061,621 |
Social security costs | 114,355 | 139,217 |
Other pension costs | 25,218 | 21,396 |
1,054,689 | 1,222,234 |
The average number of employees during the year was as follows: |
31.3.24 | 31.3.23 |
Directors | 5 | 6 |
Administrative staff | 15 | 13 |
The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL). |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
4. | EMPLOYEES AND DIRECTORS - continued |
Directors' remuneration |
2024 | 2023 |
£ | £ |
Remuneration for qualifying services | 244,433 | 327,017 |
Company pension contributions to defined contribution schemes | 6,368 | 7,702 |
Remuneration disclosed above includes the following amounts paid to the highest paid director: |
2024 | 2023 |
£ | £ |
Remuneration for qualifying services | 164,260 | 181,978 |
Company pension contributions to defined contribution schemes | 4,276 | 5,141 |
5. | OPERATING (LOSS)/PROFIT |
The operating loss (2023 - operating profit) is stated after charging/(crediting): |
31.3.24 | 31.3.23 |
£ | £ |
Hire of plant and machinery | 8,017 | - |
Other operating leases | 133,532 | 100,616 |
Depreciation - owned assets | 6,527 | 7,063 |
Foreign exchange differences | - | (11,034 | ) |
6. | AUDITORS' REMUNERATION |
31.3.24 | 31.3.23 |
£ | £ |
Fees payable to the company's auditors for the audit of the company's financial statements |
89,548 |
56,817 |
Total audit fees | 89,548 | 56,817 |
Accountancy services | 10,000 | 10,000 |
Taxation compliance services | 7,500 | 7,500 |
Total non-audit fees | 17,500 | 17,500 |
Total fees payable | 107,048 | 74,317 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.3.24 | 31.3.23 |
£ | £ |
Bank interest | 7 | 886 |
Bank loan interest | 15,704 | - |
15,711 | 886 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
8. | TAXATION |
Analysis of the tax (credit)/charge |
The tax (credit)/charge on the loss for the year was as follows: |
31.3.24 | 31.3.23 |
£ | £ |
Current tax: |
UK corporation tax | - | 102,050 |
Adjustments in respect of |
prior years | (94,324 | ) | (9,583 | ) |
Tax on (loss)/profit | (94,324 | ) | 92,467 |
Reconciliation of total tax (credit)/charge 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: |
31.3.24 | 31.3.23 |
£ | £ |
(Loss)/profit before tax | (1,513,167 | ) | 1,431,354 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
(378,292 |
) |
271,957 |
Effects of: |
Expenses not deductible for tax purposes | 378,292 | 2,158 |
Adjustments to tax charge in respect of previous periods | (94,324 | ) | (9,583 | ) |
Unutilised tax losses carried forward | - | 21 |
Depreciation on assets not qualifying for tax allowances | - | 1,342 |
Group relief | - | (173,428 | ) |
Total tax (credit)/charge | (94,324 | ) | 92,467 |
9. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
10. | DIVIDENDS |
31.3.24 | 31.3.23 |
£ | £ |
Ordinary shares of 0.01 each |
Interim | 500,000 | - |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
11. | INTANGIBLE FIXED ASSETS |
Group |
Programme |
rights |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 | 23,258,274 |
AMORTISATION |
At 1 April 2023 |
and 31 March 2024 | 23,258,274 |
NET BOOK VALUE |
At 31 March 2024 | - |
At 31 March 2023 | - |
The company had no intangible fixed assets at 31 March 2024 or 31 March 2023. |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 April 2023 |
and 31 March 2024 | 28,963 | 23,080 | 52,043 |
DEPRECIATION |
At 1 April 2023 | 28,963 | 16,553 | 45,516 |
Charge for year | - | 6,527 | 6,527 |
At 31 March 2024 | 28,963 | 23,080 | 52,043 |
NET BOOK VALUE |
At 31 March 2024 | - | - | - |
At 31 March 2023 | - | 6,527 | 6,527 |
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023. |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
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 Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
DCD Rights Limited |
Registered office: England and Wales |
Nature of business: Distribution of programme rights |
% |
Class of shares: | holding |
Ordinary | 100.00 |
September Films Limited |
Registered office: England and Wales |
Nature of business: Television programme rights exploitation |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Rize Television Limited |
Registered office: England and Wales |
Nature of business: Television programme rights exploitation |
% |
Class of shares: | holding |
Ordinary | 100.00 |
Box TV Limited |
Registered office: England and Wales |
Nature of business: Intermediate holding company |
% |
Class of shares: | holding |
Ordinary | 100.00 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
13. | FIXED ASSET INVESTMENTS - continued |
The company has a 100% direct interest in the ordinary share capital of the following dormant subsidiary undertakings: |
DCD Drama Limited |
N.B.D. Pictures Limited |
Prospect Pictures Limited |
Digital Classics Distribution (Two) Limited |
The company has a 100% indirect interest in the ordinary share capital of the following dormant subsidiary undertakings: |
Box Film Limited |
Box TV (Dice) Limited |
Box TV (S&L) Limited |
Box TV (Production) Limited |
Box TV (Prodco) Limited |
Box Film (Boudicca) Limited |
Box TV (In Production) Limited |
Rize Publishing Limited |
Rize International Limited |
September Songs Limited |
Breathtaking Limited |
All of the above dormant subsidiary undertakings are registered in England and Wales. |
14. | DEBTORS |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 4,098,355 | 7,404,846 |
Amounts owed by group undertakings | - | - |
Other debtors | 695,279 | 668,647 |
Tax | 99,800 | - |
VAT | 375,253 | - |
Prepayments and accrued income | 3,769,709 | 2,359,942 |
9,038,396 | 10,433,435 |
Amounts falling due after more than one | year: |
Trade debtors | 796,983 | 233,290 |
Aggregate amounts | 9,835,379 | 10,666,725 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
31.3.24 | 31.3.23 | 31.3.24 | 31.3.23 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 16) | 498,908 | - |
Trade creditors | 1,374 | 8,240 |
Amounts owed to group undertakings | - | - |
Taxation | 473 | 102,050 |
Social security and other taxes | 26,549 | 35,978 |
VAT | - | 24,692 | - | - |
Other creditors | 21,063 | 87,654 |
Accruals and deferred income | 10,828,856 | 14,233,384 |
11,377,223 | 14,491,998 |
16. | LOANS |
The company had a loan facility, interest is charged at a rate of 8.75%. The loan is secured with fixed charges against the company. |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
31.3.24 | 31.3.23 |
£ | £ |
Within one year | 56,559 | 53,017 |
Between one and five years | 8,289 | - |
64,848 | 53,017 |
The company had no outstanding commitments for future minimum lease payments under non-cancellable operating leases at 31 March 2024 or 31 March 2023. |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.24 | 31.3.23 |
value: | £ | £ |
Ordinary | 0.01 | 1,655,114 | 1,655,114 |
N.B.D. HOLDINGS LIMITED (REGISTERED NUMBER: 02477508) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
19. | PENSION COMMITMENTS |
31 March 2024 | 31 March 2023 |
£ | £ |
Charge to profit or loss in respect of defined contribution schemes | 25,218 | 21,396 |
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. |
20. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
21. | POST BALANCE SHEET EVENTS |
The parent company of N.B.D. Holdings Limited, 108 Media Ltd, entered into administration in August 2024.This resulted in the cancellation of various programmes that the company had entered into with 108 Media Ltd to produce and market, that could no longer be delivered following on from this administration. The financial statements included revenues of £1,192,163 and associated cost of sales of £1,058,269 which have been of removed from the financial statements for the year ended 31 March 2024 following the cancellation of these programmes. |
An amount of £1,705,203 was payable to the company by 108 Media Ltd in respect of monies loaned to and payments made on behalf of 108 Media Ltd during the year to 31 March 2024. Provision has been made against the balance owed from 108 Media Ltd in the company's financial statements for the year ended 31 March 2024 following on from this administration. |
22. | ULTIMATE CONTROLLING PARTY |
Previously the largest group for which the consolidated accounts were drawn up, of which this company is a member, was 108 Media Ltd, a company registered in England and Wales. The ultimate parent company was 108 Worldwide LLC, an entity incorporated in United States of America. The controlling party was Abhishek Rastogi by virtue of his ownership of the ultimate parent company. 108 Media Limited has since entered administration after the year end. Administrators were appointed on the 20th August 2024 and have taken control of 108 Media Limited. |