Registered number:
FOR THE YEAR ENDED 31 MARCH 2024
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MINNOW FILMS LIMITED
CONTENTS
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MINNOW FILMS LIMITED
COMPANY INFORMATION
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MINNOW FILMS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their strategic report and the audited consolidated financial statements for Minnow Films Limited (the "Company") and its subsidiaries (collectively the "group") for the year ended 31 March 2024.
The Company is an unlisted privately owned corporate vehicle ultimately owned by its founder and CEO, Morgan Matthews. Renowned for the quality, character and flair of its work, the Company has and continues to produce ground-breaking and thought-provoking documentaries alongside some of the most exciting talent in the industry.
The principal activity of the Company and its group is that of the development, production and distribution of television programming. The directors do not envision any changes to those principal activities over the coming financial reporting period.
The financial performance of the Company and its group for the reporting period and financial position as at 31 March 2024 are shown on pages 13 to 17 of the financial statements. During the 2024 reporting period, the group produced 16 shows, of which 8 were delivered by the balance sheet date yielding annual revenues of £28,037,016 up from £23,159,253 in the prior year and EBITDA (excluding exceptional items) of £734,429 which was down from £1,888,415 as reported in the prior year. The strategy of the group continues to be that of sustainable organic growth through the development, production and exploitation of content matter, both newly emerging and long-term established, that covers a variety of geographies and demographics
Execution of management's strategy and the resulting operating performance of the Company and its group are influenced by a number of risk factors, some of which are outside of the control of management.
Overall responsibility for the systems of internal control and risk management and for reviewing their overall effectiveness is held by the directors and senior management of the Company who apply an adaptive approach in identifying and mitigating such risks and taking appropriate steps to implement changes as appropriate. The key business risks and uncertainties affecting the group are considered to relate, in no particular order of rank, to the following:
∙Specific risk or uncertainty
°How the risk or uncertainty impacts operational performance
♦Steps implemented by management to mitigate the specific risk/uncertainty
∙Loss of market confidence
°The performance of the group is dependant on the demand for its productions.
°Demand is correlative of audience ratings, viewership numbers and industry standing of the group's programming.
°A fall in demand can result in a detriment drop in revenues and profitability.
♦Production content matter is continually reviewed and evolving to meet the needs of the broadcaster and its audience;
♦Continued investment in the group's creative pipeline; and
♦Focus on programming which can yield demand outside of the originally intended territory for distribution on commissioning.
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MINNOW FILMS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
∙Loss of key personnel
°The performance of the group is dependant on its continuing ability to attract, motivate and retain talented and driven individuals.
°The loss of key individuals can impact operational effectiveness with a loss of ability, knowledge and experience.
♦Opportunities for development and internal hierarchal progression;
♦Implementation of staff incentive schemes; and
♦Competitive remuneration packages
∙IT system breaches and/or failures
°As the industry become more digitally orientated and IT based, the likelihood of a sustained IT system breach or failure resulting in either a prolonged period of system denial or leak of IP or sensitive information becomes more probable.
°Such an event can result in major reputation damage and/or financial claims made against the group.
♦Education of staff to identify, avoid and report IT system issues in a timely manner;
♦Implementation of an internal IT department in conjunction with the services of reputable third-party IT management and security service providers; and
♦Regular software update and hardware refresh programmes to minimise technological vulnerabilities outside of the group's control.
The group funds its operations through its cash reserves, trading activities and, where applicable, third party loan finance.
As a consequence of its funding approach the group is exposed to a variety of financial risks, including those considered to be most significant noted below, which the directors and senior management of the group monitor and seek to mitigate the negative impact that may arise on the financial performance and position of the Company and its subsidiaries. Foreign currency risk As part of its principal activities, the group will trade and operate outside of its principal economic environment, that being the UK, and therefore be exposed to fluctuations in foreign currency exchange rates as it enters into transactions involving non-functional currencies. These fluctuations are managed through the use of currency specific banking facilities and contract funding and, where relevant, forward currency contracts. Liquidity and credit risk The group's liquidity and credit risk is primarily attributable to its access to free cash and recoverability of trade receivables; both of which are managed through an ongoing review process implemented as part of the group's day-to-day operations.
Given the straightforward nature of the business, the directors considers turnover, gross profit and EBITDA as the relevant financial key performance indicators sufficient to ensure an appropriate understanding to the true underlying financial performance and position of the Company and its group.
Details of these financial key performance indicators can be found within the strategic report and page 18 of the financial statements.
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MINNOW FILMS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
The directors do not consider, in the context of the market in which the Company and its group operates, that there are any consistent non-financial key performance indicators which would assist in ensuring a sufficient understanding of the underlying performance not already determinable from information available elsewhere.
This report was approved by the board and signed on its behalf.
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MINNOW FILMS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
The directors present their report and the financial statements for the year ended 31 March 2024.
The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the group's financial statements and then apply them consistently;
∙make judgments 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 group 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 the group and to 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.
The profit for the year, after taxation, amounted to £243,027 (2023 - £1,361,629).
As of the date upon which this report was approved, the directors have not recommended payment of a final dividend in respect of the financial performance for the year ended 31 March 2024.
The directors who served during the year were:
The commercial environment in which the Company and its group operates remains competitive with increasing pressures on margins. However, the directors are of the opinion that with the established reputation of Minnow Films, the group will be able to maintain and build upon its current market position.
The directors do not consider there to be any significant future developments in the group's operations to delineate as of the date of this report being approved by the directors.
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MINNOW FILMS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
With respect to the events following the balance sheet date, the directors draw the attention of the reader to note 35 of the financial statements.
The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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MINNOW FILMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED
We have audited the financial statements of Minnow Films Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024, which comprise the consolidated statement of comprehensive income, the consolidated balance sheet, the Company balance sheet, the consolidated statement of cash flows, the consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, 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).
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 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.
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 or 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.
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MINNOW FILMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)
The other information comprises the information included in the annual report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information contained within the annual report. 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 directors' report.
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MINNOW FILMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)
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 auditors' 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 Group 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 identify and assess the risks of material misstatement within the financial statements, whether due to fraud or error, by designing and performing audit procedures responsive to those risks and obtaining sufficient and appropriate evidence to provide a basis for our opinion. In identifying and assessing risks of material misstatement, we have considered the following:
∙the nature of the industry and sector in which the Company and its group operates;
∙the control environment and business performance of the group;
∙the organisational structure and management of the group;
∙the group's accountancy function and the use of third party service organisations as part of it;
∙results of our enquiries of management about their own identification and assessment of the risks of irregularities;
∙any matters we identified having obtained and reviewed the group’s documentation of their policies and procedures relating to identifying, evaluating and complying with laws and regulations and detecting and responding to the risks of fraud;
∙whether the directors were aware of any instances of non-compliance or of actual, suspected or alleged fraud;
∙the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
∙those matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the Company for fraud and identified the greatest potential for fraud in the recognition of revenue, management override and the accounting of complex transactions. Audit procedures performed in regards to the risk of revenue recognition:
∙discussion of the revenue recognition policy with management and assessment of the design, implementation and operating effectiveness of related controls of the revenue recognition process;
∙testing whether amounts recognised were accurate and recorded in the correct period; and
∙assessing that the accounting entries have been recorded in accordance with Section 23 of FRS 102.
Audit procedures performed in regards to the risk of management override and the accounting of complex transactions:
∙testing the appropriateness of journal entries and other adjustments;
assessment of the appropriateness of accounting policies used, the reasonableness of accounting estimates and judgments implemented and whether there is indication of a potential bias; and
∙evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
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MINNOW FILMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)
We also obtained an understanding of the legal and regulatory frameworks that the Company and its group operates in, focusing on those areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors and other management (as required by auditing standards).
The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. The key laws and regulations we considered in this context included the group’s ongoing compliance with the UK Companies Act, current UK trading, employment and tax legislation and the following most likely to have such an effect given the nature of the group's activities: laws and regulations of those countries where the group undertook operational activities, general data privacy and protection, anti-trust compliance and anti-bribery and corruption. We communicated those relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. These limited procedures did not identify actual or suspected non-compliance. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. Auditing standards limit the required audit procedures to identify non-compliance with laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. In addition, as with any audit, the risk of non-detection of a material misstatement resulting from fraud is greater than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance.
Our audit testing will include testing complete populations of certain transactions and balances, however, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. In addition to the aforementioned, our procedures to respond to risks identified as part of our audit included the following:
∙evaluation of the overall presentation, structure and content of the financial statements and whether the financial statements represent the underlying transactions and events in a manner that achieves a presentation that is true and fair and in accordance with the provisions of relevant laws and regulations described as having a direct effect on the financial statements;
∙enquiring of management concerning actual and potential litigation and claims;
∙performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
∙reading minutes of meetings of those charged with governance,
∙reviewing correspondence with HMRC and the Company's legal counsel; and
∙concluding on the appropriateness of the directors' application of the going concern basis of accounting in
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MINNOW FILMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)
preparing the financial statements and, based on the evidence obtained, concluding whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company and its group's ability to continue as a going concern.
Our conclusions in regards to going concern are based on the evidence obtained up to the date of the audit report and may not account for all future events or conditions that may transpire as subsequent events may result in outcomes that are inconsistent with judgments that were reasonable at the time they were made. Consequently, our conclusions are not a guarantee that the Company and its group will continue in operation.
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 auditors' report.
Following the balance sheet date, the following subsidiary undertakings of the Company included as part of the consolidated financial statements for the year ended 31 March 2024 were dissolved:
∙Mumm Productions Limited; and
∙TNO1 Productions Limited
The individual financial statements for the aforementioned undertakings included as part of these consolidated financial statements were not prepared on a going concern basis with adjustments recognised to reflect the remaining assets and liabilities at their net realisable values. The group's consolidated financial statements for the year ended 31 March 2024 include the results for these subsidiary undertakings under the same basis of recognition as applied in their respective individual financial statements.
The following subsidiary undertakings included as part of the consolidated financial statements were exempt from the requirement of audit under section 480 of the Companies Act 2006 and Members have not required the subsidiary undertaking to obtain an audit for the year ended 31 March 2024 in accordance with section 476:
∙Minnow NZ Limited
The following subsidiary undertakings included as part of the consolidated financial statements were exempt from the requirement of audit under section 206 of the New Zealand Companies Act 1993 and Members have not required the subsidiary undertaking to obtain an audit for the year ended 31 March 2024:
∙Who Dares Wins (NZ Minnow) Limited
As part of our work on the group consolidated financial statements for the current reporting period we are of the opinion that we have performed and appropriately documented sufficient audit work on the financial statements of the aforementioned subsidiary undertakings listed in the section of the audit report in order to be able to deliver our opinion on the group's consolidated financial statements for the year ended 31 March 2024.
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 auditors' 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.
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MINNOW FILMS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants
Registered Auditors
124 Finchley Road
NW3 5JS
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MINNOW FILMS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
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MINNOW FILMS LIMITED
REGISTERED NUMBER: 05735144
CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024
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MINNOW FILMS LIMITED
REGISTERED NUMBER: 05735144
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 44 form part of these financial statements.
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MINNOW FILMS LIMITED
REGISTERED NUMBER: 05735144
COMPANY BALANCE SHEET
AS AT 31 MARCH 2024
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MINNOW FILMS LIMITED
REGISTERED NUMBER: 05735144
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 44 form part of these financial statements.
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