Caseware UK (AP4) 2024.0.164 2024.0.164 2024-03-312024-03-312024-03-31Following the balance sheet date: The group entered into loan arrangements in which loan finance of £7,680,353 was granted to the group at an interest rate equal to the bank base rate plus 1.75% per annum. The loans are secured by way of fixed charge having been granted over the tangible materials, rights and any other related assets of the underlying production for which the loan facility was drawn as well as all tangible and intangible fixed assets held by the borrower. The group entered into a forward foreign exchange currency contract in which the group commits to exchange USD $6.5million at an agreed rate of £1:USD $1.2696 by 31 December 2024. In consideration of the grant of new options and warrants (see below), the Company was released from its obligation to issue 300,589 £0.0001 Ordinary shares in the Company for cash at par on exercise under previously granted warrants (see note 32) and options (see notes 27 and 32).falseFilm and television programming development and production2023-04-01false4939falsefalse 05735144 2023-04-01 2024-03-31 05735144 2022-04-01 2023-03-31 05735144 2024-03-31 05735144 2023-03-31 05735144 2022-04-01 05735144 2 2023-04-01 2024-03-31 05735144 2 2022-04-01 2023-03-31 05735144 3 2023-04-01 2024-03-31 05735144 1 2023-04-01 2024-03-31 05735144 e:CompanySecretary1 2023-04-01 2024-03-31 05735144 e:Director1 2023-04-01 2024-03-31 05735144 e:Director2 2023-04-01 2024-03-31 05735144 e:RegisteredOffice 2023-04-01 2024-03-31 05735144 d:FurnitureFittings 2023-04-01 2024-03-31 05735144 d:CurrentFinancialInstruments 2024-03-31 05735144 d:CurrentFinancialInstruments 2023-03-31 05735144 d:Non-currentFinancialInstruments 2024-03-31 05735144 d:Non-currentFinancialInstruments 2023-03-31 05735144 d:CurrentFinancialInstruments d:WithinOneYear 2024-03-31 05735144 d:CurrentFinancialInstruments d:WithinOneYear 2023-03-31 05735144 d:Non-currentFinancialInstruments d:AfterOneYear 2024-03-31 05735144 d:Non-currentFinancialInstruments d:AfterOneYear 2023-03-31 05735144 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2024-03-31 05735144 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-03-31 05735144 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2024-03-31 05735144 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-03-31 05735144 d:ShareCapital 2024-03-31 05735144 d:ShareCapital 2022-04-01 2023-03-31 05735144 d:ShareCapital 2023-03-31 05735144 d:ShareCapital 2022-04-01 05735144 d:CapitalRedemptionReserve 2023-04-01 2024-03-31 05735144 d:CapitalRedemptionReserve 2024-03-31 05735144 d:CapitalRedemptionReserve 2 2023-04-01 2024-03-31 05735144 d:CapitalRedemptionReserve 3 2023-04-01 2024-03-31 05735144 d:CapitalRedemptionReserve 2023-03-31 05735144 d:CapitalRedemptionReserve 2022-04-01 05735144 d:CapitalRedemptionReserve 2 2022-04-01 2023-03-31 05735144 d:ForeignCurrencyTranslationReserve 2023-04-01 2024-03-31 05735144 d:OtherMiscellaneousReserve 2023-04-01 2024-03-31 05735144 d:OtherMiscellaneousReserve 2024-03-31 05735144 d:OtherMiscellaneousReserve 2 2023-04-01 2024-03-31 05735144 d:OtherMiscellaneousReserve 3 2023-04-01 2024-03-31 05735144 d:OtherMiscellaneousReserve 2023-03-31 05735144 d:OtherMiscellaneousReserve 2022-04-01 05735144 d:OtherMiscellaneousReserve 2 2022-04-01 2023-03-31 05735144 d:RetainedEarningsAccumulatedLosses 2023-04-01 2024-03-31 05735144 d:RetainedEarningsAccumulatedLosses 2024-03-31 05735144 d:RetainedEarningsAccumulatedLosses 2 2023-04-01 2024-03-31 05735144 d:RetainedEarningsAccumulatedLosses 3 2023-04-01 2024-03-31 05735144 d:RetainedEarningsAccumulatedLosses 2022-04-01 2023-03-31 05735144 d:RetainedEarningsAccumulatedLosses 2023-03-31 05735144 d:RetainedEarningsAccumulatedLosses 2022-04-01 05735144 d:RetainedEarningsAccumulatedLosses 2 2022-04-01 2023-03-31 05735144 d:AcceleratedTaxDepreciationDeferredTax 2024-03-31 05735144 d:AcceleratedTaxDepreciationDeferredTax 2023-03-31 05735144 d:RetirementBenefitObligationsDeferredTax 2024-03-31 05735144 d:RetirementBenefitObligationsDeferredTax 2023-03-31 05735144 d:OtherDeferredTax 2024-03-31 05735144 d:OtherDeferredTax 2023-03-31 05735144 e:OrdinaryShareClass1 2023-04-01 2024-03-31 05735144 e:OrdinaryShareClass1 2024-03-31 05735144 e:OrdinaryShareClass1 2023-03-31 05735144 e:OrdinaryShareClass2 2023-04-01 2024-03-31 05735144 e:OrdinaryShareClass2 2024-03-31 05735144 e:OrdinaryShareClass2 2023-03-31 05735144 e:OrdinaryShareClass3 2023-04-01 2024-03-31 05735144 e:OrdinaryShareClass3 2024-03-31 05735144 e:FRS102 2023-04-01 2024-03-31 05735144 e:Audited 2023-04-01 2024-03-31 05735144 e:FullAccounts 2023-04-01 2024-03-31 05735144 e:PrivateLimitedCompanyLtd 2023-04-01 2024-03-31 05735144 d:Subsidiary1 2023-04-01 2024-03-31 05735144 d:Subsidiary1 1 2023-04-01 2024-03-31 05735144 d:Subsidiary2 2023-04-01 2024-03-31 05735144 d:Subsidiary2 1 2023-04-01 2024-03-31 05735144 d:Subsidiary3 2023-04-01 2024-03-31 05735144 d:Subsidiary3 1 2023-04-01 2024-03-31 05735144 d:Subsidiary4 2023-04-01 2024-03-31 05735144 d:Subsidiary4 1 2023-04-01 2024-03-31 05735144 d:Subsidiary5 2023-04-01 2024-03-31 05735144 d:Subsidiary5 1 2023-04-01 2024-03-31 05735144 d:Subsidiary6 2023-04-01 2024-03-31 05735144 d:Subsidiary6 1 2023-04-01 2024-03-31 05735144 d:Subsidiary7 2023-04-01 2024-03-31 05735144 d:Subsidiary7 1 2023-04-01 2024-03-31 05735144 d:Subsidiary8 2023-04-01 2024-03-31 05735144 d:Subsidiary8 1 2023-04-01 2024-03-31 05735144 d:Subsidiary9 2023-04-01 2024-03-31 05735144 d:Subsidiary9 1 2023-04-01 2024-03-31 05735144 d:Subsidiary10 2023-04-01 2024-03-31 05735144 d:Subsidiary10 1 2023-04-01 2024-03-31 05735144 d:Subsidiary11 2023-04-01 2024-03-31 05735144 d:Subsidiary11 1 2023-04-01 2024-03-31 05735144 d:Subsidiary12 2023-04-01 2024-03-31 05735144 d:Subsidiary12 1 2023-04-01 2024-03-31 05735144 d:Subsidiary13 2023-04-01 2024-03-31 05735144 d:Subsidiary13 1 2023-04-01 2024-03-31 05735144 d:WithinOneYear 2024-03-31 05735144 d:WithinOneYear 2023-03-31 05735144 d:BetweenOneFiveYears 2024-03-31 05735144 d:BetweenOneFiveYears 2023-03-31 05735144 e:Consolidated 2024-03-31 05735144 e:ConsolidatedGroupCompanyAccounts 2023-04-01 2024-03-31 05735144 4 2023-04-01 2024-03-31 05735144 6 2023-04-01 2024-03-31 05735144 d:ShareCapital 2 2023-04-01 2024-03-31 05735144 d:ShareCapital 3 2023-04-01 2024-03-31 05735144 d:ShareCapital 2 2022-04-01 2023-03-31 05735144 f:PoundSterling 2023-04-01 2024-03-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 05735144









MINNOW FILMS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024

 
MINNOW FILMS LIMITED
 

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 4
Directors' report
 
5 - 6
Independent auditors' report
 
7 - 12
Consolidated statement of comprehensive income
 
13
Consolidated balance sheet
 
14 - 15
Company balance sheet
 
16 - 17
Consolidated statement of changes in equity
 
18
Company statement of changes in equity
 
19
Consolidated statement of cash flows
 
20
Consolidated analysis of net debt
 
21
Notes to the financial statements
 
22 - 44


 
MINNOW FILMS LIMITED
 
 
COMPANY INFORMATION


Directors
Clare Joanna Voyce 
Morgan Geoffrey Matthews 




Company secretary
Clare Joanna Voyce



Registered number
05735144



Registered office
124 Finchley Road

London

NW3 5JS




Principal place of business
58-60 Rivington Street

London

EC2A 3AU






Independent auditors
Nyman Libson Paul LLP
Chartered Accountants & Registered Auditors

124 Finchley Road

London

NW3 5JS




Page 1

 
MINNOW FILMS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024

Introduction
 
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.

Business review
 
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

Principal business risks and uncertainties
 
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.

Page 2

 
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.

Financial risks

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.

Financial key performance indicators
 
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.

Page 3

 
MINNOW FILMS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Other key performance indicators
 
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.


Clare Joanna Voyce
Director

Date: 8 April 2025

Page 4

 
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.

Directors' responsibilities statement

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.
 
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 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 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 2006They 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.

Results and dividends

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.

Directors

The directors who served during the year were:

Clare Joanna Voyce 
Morgan Geoffrey Matthews 

Future developments

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.

Page 5

 
MINNOW FILMS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024

Disclosure of information to auditors

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 and the group's auditors are 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 and the group's auditors are aware of that information.

Post balance sheet events

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. 

Auditors

The auditorsNyman Libson Paul LLPwill 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.
 


Clare Joanna Voyce
Director

Date: 8 April 2025

Page 6

 
MINNOW FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED
 

Unqualified opinion on the financial statements


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 policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2024 and of the group's profit 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.


Page 7

 
MINNOW FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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.


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 directors' report.


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


adequate accounting records have not been kept 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 directors' responsibilities statement set out on page 5, 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 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.

Page 8

 
MINNOW FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)



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 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.

 
Page 9

 
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
Page 10

 
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.


Other matters 
 

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.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.


Page 11

 
MINNOW FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MINNOW FILMS LIMITED (CONTINUED)


Anthony Pins (senior statutory auditor)
  
for and on behalf of
Nyman Libson Paul LLP
 
Chartered Accountants
Registered Auditors
  
124 Finchley Road
London
NW3 5JS

9 April 2025
Page 12

 
MINNOW FILMS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
as restated
£
£

  

Turnover
 4 
28,037,016
23,159,253

Cost of sales
  
(22,002,504)
(17,676,866)

Gross profit
  
6,034,512
5,482,387

Administrative expenses
  
(5,331,941)
(3,630,597)

Other operating income
 5 
-
6,511

Exceptional items
  
(249,792)
(135,675)

Operating profit
 7 
452,779
1,722,626

Interest payable
 12 
(43,218)
(12,573)

Profit before tax
  
409,561
1,710,053

Tax on profit
 13 
(166,534)
(348,424)

Profit for the financial year
  
243,027
1,361,629

Other comprehensive income for the year
  

Currency translation differences
  
(198)
-

Other comprehensive income for the year
  
(198)
-

  

Total comprehensive income for the year
  
242,829
1,361,629

Profit for the year attributable to:
  

Non-controlling interest
  
-
-

Owners of the parent company
  
243,027
1,361,629

  
243,027
1,361,629

The notes on pages 22 to 44 form part of these financial statements.

Page 13

 
MINNOW FILMS LIMITED
REGISTERED NUMBER: 05735144

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible fixed assets
 15 
110,727
115,668

  
110,727
115,668

Current assets
  

Debtors
 17 
4,658,155
3,742,141

Cash at bank and in hand
 18 
1,643,227
1,846,431

  
6,301,382
5,588,572

Creditors: amounts falling due within one year
 19 
(5,273,722)
(4,202,555)

Net current assets
  
 
 
1,027,660
 
 
1,386,017

Total assets less current liabilities
  
1,138,387
1,501,685

Creditors: amounts falling due after more than one year
 20 
(88,333)
(138,885)

Provisions for liabilities
  

Deferred tax
 24 
(13,878)
(22,507)

  
 
 
(13,878)
 
 
(22,507)

Net assets
  
1,036,176
1,340,293


Capital and reserves
  

Called up share capital 
 25 
138
138

Capital redemption reserve
 26 
(19)
-

Foreign exchange reserve
 26 
(198)
-

Other reserves
 26 
53,035
22,697

Profit and loss account
 26 
983,220
1,317,458

  
1,036,176
1,340,293


Page 14

 
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: 

Clare Joanna Voyce
Director

Date: 8 April 2025

The notes on pages 22 to 44 form part of these financial statements.

Page 15

 
MINNOW FILMS LIMITED
REGISTERED NUMBER: 05735144

COMPANY BALANCE SHEET
AS AT 31 MARCH 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 15 
110,727
115,668

Investments
 16 
61
7

  
110,788
115,675

Current assets
  

Debtors
 17 
4,018,587
3,968,087

Cash at bank and in hand
 18 
547,159
895,984

  
4,565,746
4,864,071

Creditors: amounts falling due within one year
 19 
(3,707,708)
(3,478,061)

Net current assets
  
 
 
858,038
 
 
1,386,010

Total assets less current liabilities
  
968,826
1,501,685

  

Creditors: amounts falling due after more than one year
 20 
(88,333)
(138,885)

Provisions for liabilities
  

Deferred taxation
 24 
(13,878)
(22,507)

  
 
 
(13,878)
 
 
(22,507)

Net assets
  
866,615
1,340,293


Capital and reserves
  

Called up share capital 
 25 
138
138

Capital redemption reserve
 26 
(19)
-

Other reserves
 26 
53,035
22,697

Profit and loss account brought forward
  
1,317,458
171,621

Profit for the year
  
73,268
1,361,629

Other changes in the profit and loss account

  

(577,265)
(215,792)

Profit and loss account carried forward
  
813,461
1,317,458

  
866,615
1,340,293


Page 16

 
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: 

Clare Joanna Voyce
Director

Date: 8 April 2025

The notes on pages 22 to 44 form part of these financial statements.

Page 17
 

 
MINNOW FILMS LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Called up share capital
Capital redemption reserve
Foreign exchange reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 April 2022
100
-
-
-
171,621
171,721





Profit for the year
-
-
-
-
1,361,629
1,361,629


Dividends: Equity capital
-
-
-
-
(215,792)
(215,792)


Shares issued during the year
38
-
-
-
-
38


Equity settled remuneration
-
-
-
22,697
-
22,697





At 1 April 2023
138
-
-
22,697
1,317,458
1,340,293





Profit for the year
-
-
-
-
243,027
243,027


Currency translation differences
-
-
(198)
-
-
(198)


Dividends: Equity capital
-
-
-
-
(604,600)
(604,600)


Purchase of own shares
-
(19)
-
-
-
(19)


Equity settled remuneration
-
-
-
57,673
-
57,673


Release on lapse of options towards equity settled remuneration
-
-
-
(27,335)
27,335
-



At 31 March 2024
138
(19)
(198)
53,035
983,220
1,036,176



Page 18

 

 
MINNOW FILMS LIMITED


 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024



Called up share capital
Capital redemption reserve
Other reserves
Profit and loss account
Total equity


£
£
£
£
£



At 1 April 2022
100
-
-
171,621
171,721





Profit for the year
-
-
-
1,361,629
1,361,629


Dividends: Equity capital
-
-
-
(215,792)
(215,792)


Shares issued during the year
38
-
-
-
38


Equity settled remuneration
-
-
22,697
-
22,697





At 1 April 2023
138
-
22,697
1,317,458
1,340,293





Profit for the year
-
-
-
73,268
73,268


Dividends: Equity capital
-
-
-
(604,600)
(604,600)


Purchase of own shares
-
(19)
-
-
(19)


Equity settled remuneration
-
-
57,673
-
57,673


Release on lapse of options towards equity settled remuneration
-
-
(27,335)
27,335
-



At 31 March 2024
138
(19)
53,035
813,461
866,615



Page 19
 
MINNOW FILMS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
243,027
1,361,629

Adjustments for:

Equity settled remuneration
57,673
22,697

Depreciation of tangible assets
31,858
30,114

Interest payable
43,218
12,573

Taxation charge
166,534
348,424

(Increase)/decrease in debtors
(916,014)
1,224,675

Increase/(decrease) in creditors
858,696
(2,057,318)

Corporation tax paid
(121)
(73,141)

Net cash generated from operating activities

484,871
869,653

Purchase of tangible fixed assets
(26,917)
(47,059)

Purchase of fixed asset investments
-
(1)

Net cash from investing activities

(26,917)
(47,060)

Issue of ordinary shares
-
38

New secured loans
-
55,351

Repayment of loans
(51,939)
(497,546)

Dividends paid
(604,600)
(215,792)

Interest paid
(15,302)
(18,283)

Net cash used in financing activities
(671,841)
(676,232)

Net (decrease)/increase in cash and cash equivalents
(213,887)
146,361

Cash and cash equivalents at beginning of year
1,846,431
1,700,070

Cash and cash equivalents at the end of year
1,632,544
1,846,431


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,643,227
1,846,431

Bank overdrafts
(10,683)
-

1,632,544
1,846,431


Page 20

 
MINNOW FILMS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2024





At 1 April 2023
Cash flows
Other non-cash changes
At 31 March 2024
£

£

£

£

Cash at bank and in hand

1,846,431

(203,204)

-

1,643,227

Bank overdrafts

-

(10,683)

-

(10,683)

Debt due after 1 year

(138,885)

-

50,552

(88,333)

Debt due within 1 year

(50,348)

65,785

(66,337)

(50,900)

Shareholder debt due within 1 year

(41,925)

100,234

(100,382)

(42,073)


1,615,273
(47,868)
(116,167)
1,451,238

Page 21

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

1.


General information

Minnow Films Limited (the "Company") is a private company limited by share capital, incorporated under the UK Companies Act 2006 and domiciled in England. The Company's registered office and principal place of business are located at 124 Finchley Road, London, NW3 5JS and 58-60 Rivington Street, London, EC2A 3AU respectively.

2.Accounting policies

  
2.1

Summary of significant accounting policies

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all reporting periods presented, unless otherwise stated.

 
2.2

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with Financial Reporting Standard 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. Details of those estimates and/or judgments made towards the preparation of these financial statements that may be considered as yielding a significant risk of a material adjustment being made to the carrying amounts of assets and/or liabilities reported in the balance sheet during the next financial reporting period are disclosed in note 3 to the financial statements.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

  
2.3

Functional and presentational currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency").
The functional currency of the Company, and the currency in which the financial statements are presented (the "presentational currency"), is 'Pounds Sterling' (£) rounded to the nearest single unit of currency.

  
2.4

Foreign currency translation

Foreign currencies are translated into the functional (and presentational) currency using the exchange rates prevailing at the date of the respective transaction or valuation where items are re-measured.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account as part of total comprehensive income.

Page 22

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

Going concern

In preparing these financial statements the directors are of the opinion that based on current and expected operational performance, there is a reasonable expectation that the Company shall have adequate financial resources available at its disposal to ensure liabilities are appropriately discharged as they should fall due and continue in operational existence.
While there will always remain inherent uncertainty, the directors have no reason to believe that a material uncertainty exists that may cast significant doubt about the ability of the Company to continue as a going concern and therefore consider it both appropriate to continue to adopt the going concern basis in preparing the Company's individual financial statements and to not recognise any adjustments in the financial statements that would arise if the going concern basis were to become no longer appropriate.
Following the balance sheet date, the following subsidiary undertakings of the Company where dissolved:
 
Mumm Productions Limited; and
TNO1 Productions Limited

These subsidiary undertakings are included as part of these consolidated financial statements and therefore, in preparing the group's consolidated financial statements, adjustments have been recognised to reflect the remaining assets and liabilities of the aforementioned undertakings at their net realisable values.

 
2.6

Basis of consolidation

The consolidated financial statements present the results of the Company and its group undertakings as if they were a single entity up to the reporting date.
Intercompany transactions and balances between subsidiary undertakings are eliminated in full on consolidation. A subsidiary undertaking is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. 
Where a subsidiary undertaking applies alternative accounting policies to that applied by the Company, adjustments on application of the Company's accounting policies are made to the financial statements of the subsidiary undertaking prior to consolidation.
Where a subsidiary undertakings's functional and presentational currency differs from the Company, the subsidiary undertakings's financial statements are translated to the Company's presentational currency prior to consolidation as follows:
 
The balance sheet is translated using financial period-end exchange rates;
The statement of comprehensive income is translated using an average exchange rate for the financial period included as part of the consolidation;
Share capital is translated using historical exchange rates at the date the entry to equity was recorded; and
Equity reserves are translated using the historical average exchange rates originally used to translate each period’s activity which makes up said reserves 

 
Page 23

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)


2.6
Basis of consolidation (continued)

The consolidated financial statements incorporate the results of business combinations by applying the share of net assets principle under the acquisition method.
The cost of a business combination is the sum of the fair value of consideration payable as monetary assets and/or issued equity, liabilities incurred and/or assumed on acquisition and other costs directly attributable to the business combination. Where control is achieved in stages the cost of a business combination is determined with respect to the staging date.
In the consolidated balance sheet, the acquiree's identifiable assets and liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date upon which control is achieved.
Acquired operations are deconsolidated from the date control ceases to be held.

 
2.7

Revenue

Turnover comprises of revenues receivable during the financial reporting period in respect of the supply of television and over-the-top (OTT) programming development and production services.
Revenues in respect of development and production services comprise of fees and other pre-sales receivable, exclusive of Value Added Tax, in exchange for the provision of a contract for services; with recognition made, in respect of production services, by reference to the stage of completion of contract activity at the balance sheet date; and in respect of development services, over the period of the activity in line with expenditure incurred. Where it is probable that the total costs on a contract will exceed total contract revenue, the expected loss is immediately recognised as an expense in profit or loss.
Neither the Company nor its group expects to have any contracts where the period between the transfer of the contracted services and related payment exceeds one year. Consequently, no adjustment of the transaction prices for the time value of money is made on revenue recognition.
Format fees, royalties and other similar revenues are recognised on an accruals basis as and when the Company receives notification of amounts due during the reporting period in accordance with the terms of the underlying contract.

 
2.8

Operating leases

Leases that do not substantially transfer all the risks and rewards associated with ownership of the asset to the lessee are classified as operating leases.
Rentals payable, net of benefits receivable as an incentive, under operating leases are charged to profit or loss on a straight line basis over the lease term.

Page 24

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Pensions

The Company operates a defined contribution pension plan for its employees and makes contributions towards the personal pensions of certain employees.
A defined contribution pension plan is one under which the Company pays fixed contributions to a separate entity. Once the contributions have been paid the Company has no further payment obligations.
Contributions payable are recognised as an expense in profit or loss for the reporting period when they fall due. Amounts falling due but not paid are included within other creditors in the balance sheet.
The assets of the respective pension plans are held separately from the Company in independently administered funds.

 
2.10

Share-based payments

Certain employees of the Company have been granted share options in the Company under share option schemes operated during the financial reporting period.
At the grant date, the fair value of options granted is measured and recognised over the vesting period as an employment expense in profit or loss with a corresponding increase in equity. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest. The vesting period is the period over which all of the specified vesting conditions are to be satisfied. The total amount to be expensed is determined by reference to the fair value of the options granted including any market performance conditions, excluding the impact of any service and non-market performance vesting conditions, and the impact of any non vesting conditions, i.e. factors either beyond or within the control of either party. Non-market performance vesting conditions are included within those assumptions about the number of options that are expected to vest.
Where the terms and conditions of options are modified before options granted vest, the increase in the fair value of the options, measured immediately before and after the modification, is charged to profit or loss over the remaining vesting period.
At the end of each financial reporting period, the Company revises its estimates of the number of options that are expected to vest based on applicable market and non-market vesting conditions. It recognises the impact of revisions to original estimates, if any, in the balance sheet, with a corresponding adjustment to equity.

 
2.11

Exceptional items

Exceptional items are items that are unusual because of their size, nature or incidence and which the directors consider should be disclosed separately to enable a full understanding of the Company and its group's results.

Page 25

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.12

Taxation

Taxation for the financial reporting period comprises of current (i.e. corporation) and deferred taxation.
Current taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the reporting date in the UK and New Zealand where taxable income is generated by the Company and its group through its business operations. Positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation are periodically evaluated with provisions recognised, where appropriate, on the basis of amounts expected to be payable.
The Company, by way of its operational activities, may be eligible for UK Creative Industry Credits.
Said incentives provided by the UK Government to creative industries are designed to promote culturally relevant productions, incentivise investment into regions that would otherwise take place elsewhere and support the necessary critical mass of infrastructure and skills for both today and in the longer term.
UK Creative Industry Credits are recognised on receipt and reported within other operating income and not taxation on the grounds that such tax credits are deemed to be working capital in nature for they arise, albeit not as a direct result, in the course of normal operational activities.
Deferred taxation is recognised on temporary differences arising between the tax bases of assets and liabilities and their respective carrying amounts in the financial statements. Deferred taxation is calculated using tax rates and on the basis of tax laws enacted or substantively enacted at the reporting date and are expected to apply when the related deferred tax asset/liability is realised/settled.
Deferred tax assets are recognised only to the extent that it is sufficiently probable that future taxable profits will be available against which the temporary differences can be utilised.

 
2.13

Tangible fixed assets

Tangible fixed assets are recognised under the cost model and stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended upon acquisition.

Depreciation is provided on the following basis:

Furniture and equipment
-
25%
reducing balance

Depreciation of a tangible fixed asset commences once the asset is available for use. The residual value and depreciation basis of tangible fixed assets are reviewed, and adjusted prospectively where deemed appropriate, if there is an indication of a significant change since the last balance sheet date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 26

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.14

Fixed asset investments

Fixed asset investments comprise of holdings in unlisted company shares of subsidiary undertakings. Such holdings are a form of financial instrument and are initially recognised at their transaction cost and subsequently measured at cost less provision for impairment at the balance sheet date.

  
2.15

Financial instruments

The Company and its group only enter into basic financial instrument transactions that result in the recognition of financial assets and liabilities; with said financial assets and liabilities classified in accordance with the substance of the underlying contractual obligations rather than its legal form.
Financial assets and liabilities are recognised upon becoming party to the contractual provisions of the instrument. Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or the financial asset is transferred along with substantially all the risks and rewards of ownership of the asset to another party. Financial liabilities are derecognised only when the underlying obligations are discharged, cancelled or expired.
The measurement of specific financial assets, financial liabilities and equity held by the Company and its group is as outlined in notes 2.16 to 2.20 of the financial statements.

 
2.16

Debtors

Debtors, excluding deferred taxation (see note 2.12), are initially measured at transaction price (i.e fair value) and subsequently held, at transaction price less provision for impairment of assets.

 
2.17

Cash and cash equivalents

Cash balances are reported as being financial instruments classified as short term receivables and are represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours, subject to an insignificant risk of changes in value and held at floating interest rates linked to UK bank rates.

 
2.18

Creditors

Creditors, excluding commercial bank loans, are initially measured and subsequently held at transaction price (i.e fair value).
Commercial bank loans are initially measured at fair value and subsequently held at amortised cost using the effective interest method.

Page 27

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

2.Accounting policies (continued)

  
2.19

Derivatives

The Company and its group enter into forward foreign exchange contracts, not designated and effective as a hedging instrument in accordance with Section 12 of Financial Reporting Standard 102, to manage its exposure to foreign exchange rate risk.
Such derivatives are initially, and subsequently re-measured at each balance sheet date, at fair value with any gains or losses on re-measurement immediately recognised in profit or loss. 
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. 
A derivative is presented as a fixed asset or long-term liability if the remaining maturity is more than 12 months and is not expected to be realised or settled within 12 months of the balance sheet date. Other derivatives are presented as current assets or current liabilities.

 
2.20

Equity

Ordinary share capital, shown in equity, is initially measured and subsequently held at its nominal value. Where the transaction price for issued shares exceeds their nominal value, the difference is shown under equity in a share premium account with any directly attributable transaction costs associated with the issuing of said shares deducted from said share premium account.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, the directors are required to apply judgment and make estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other available sources based on historical experience and other factors that are considered to be relevant. Consequently, actual results may differ from that originally estimated.
The judgments, estimates and assumptions that are considered to have a significant risk of causing a material adjustment to the carrying amounts of assets and/or liabilities within the next financial period are addressed below:
Work in progress with respect to contract activity
Accrued and/or deferred income in respect of production services are recognised by reference to the stage of completion of contract activity at the balance sheet date.
In determining the stage of completion as at the balance sheet date, the directors look at the total expenditure incurred up to the balance sheet date as a percentage of the total expected expenditure in delivery of contract completion.
In determining the total expected expenditure in delivery of contract completion, the directors consider the following unobservable inputs, estimates and assumptions:
Identification of potential changes in expenditure budgeted for at the outset of contract activity expected to be incurred in order to achieve completion and subsequent delivery, taking into account current and expected production activity, changes in market risk and the likelihood of completion based on current expectations.

 
Page 28

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

3.Judgments in applying accounting policies (continued)

Recoverable value of debtors
Debtors are reported at transaction price less provision for impairment.
When assessing the recoverable value of debtors, the directors consider the following unobservable inputs, estimates and assumptions:
Externally available and internal sources of information such as historic and expected market activity, ageing profile, historical experience and, in the case of amounts owed by connected parties, the forecasted financial performance and expected cash flows of the connected party.


4.


Turnover

An analysis of turnover by class of business is as follows:


2024
2023
£
£

Television and OTT programming development and production services
26,754,187
21,644,331

Format fees, royalties and other similar revenues
1,219,612
1,457,276

Other income
63,217
57,646

28,037,016
23,159,253


In the opinion of the directors, the disclosure of the geographical split of turnover would be seriously prejudicial to the commercial interests of the Company and, in accordance with the Companies Act 2006, have not disclosed the geographical split of turnover as part of these financial statements.


5.


Other operating income

2024
2023
£
£

Government grants receivable
-
6,511



6.


Exceptional items

2024
2023
£
£


Legal, professional and consultancy fees
249,792
135,675

Page 29

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

7.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Auditors' remuneration (see note 8)
51,680
40,750

Depreciation of tangible fixed assets
31,858
30,114

Operating lease rentals
151,549
146,021

Contributions towards defined contribution pension schemes (see note 29)
145,385
141,470

Share-based remuneration
57,673
22,697

Exchange differences
970,038
210,085


8.


Auditors' remuneration

The following amounts were due by the Company and its group to its auditors in respect of statutory audit
and other professional services provided during the financial period:


2024
2023
£
£

Statutory audit services
45,000
35,000

Taxation compliance services
6,680
5,750


9.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,129,141
2,211,422
3,129,141
2,211,422

Social security costs
328,169
267,707
328,169
267,707

Cost of defined contribution schemes
85,739
83,735
85,739
83,735

3,543,049
2,562,864
3,543,049
2,562,864


Page 30

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

9.Employees (continued)

The Company and its group also has a number of freelance staff hired on a production basis (see below) whose remuneration costs are included within cost of sales and not reflected in the above table.

The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Employees
64
57
49
39

As is common with the film and television industry, the majority of crew involved in operations are freelance either employed on short-term contracts for the duration of principal photography or are self-employed.


10.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
200,529
260,144

Amounts receivable under long-term incentive schemes
22,789
8,406

Group contributions to defined contribution pension schemes
37,759
36,898

261,077
305,448


During the year retirement benefits were accruing to 2 (2023: 2) directors in respect of defined contribution pension schemes.
The highest paid director received remuneration of £210,708 (2023:£197,469) (inclusive of gains on long-term incentive schemes of £22,789 (2023: £8,406)).
The value of contributions paid to defined contribution pension schemes in respect of the highest paid director amounted to £12,393 (2023: £11,192).


11.


Key management personnel

Remuneration payable to key management personnel during the reporting period comprised of directors' remuneration as disclosed in note 10 above and non-directors remuneration of £334,385 (2023: £297,094) (inclusive of contributions paid to defined contribution pension schemes totalling £8,360 (2023: £10,293) and gains on long-term incentive schemes of £18,929 (2023: £8,406).

Page 31

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

12.


Interest payable

2024
2023
£
£


Bank interest payable
13,737
11,670

Other interest payable
29,481
903

43,218
12,573


13.


Taxation


2024
2023
£
£

UK corporation tax


Current tax on profits for the year
171,772
349,256

Foreign tax


Income tax on New Zealand profits for the year
3,391
-

Total current tax
175,163
349,256

Deferred tax


Origination and reversal of timing differences
(8,629)
(832)

Total deferred tax
(8,629)
(832)


Taxation on profit on ordinary activities
166,534
348,424
Page 32

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
 
13.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
409,561
1,710,053


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
102,390
324,910

Effects of:


Expenses not deductible for tax purposes
64,464
26,395

Fixed asset differences
-
(2,682)

Other timing differences leading to a change in current taxation
(1,791)
-

Higher rate taxes on overseas earnings
363
-

Corporation tax not recognised
(1,119)
-

Remeasurement of deferred tax for changes in tax rates
-
(199)

Deferred tax not recognised
2,227
-

Total tax charge for the year
166,534
348,424


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


14.


Dividends

2024
2023
£
£


Equity dividends paid against Ordinary shares
373,000
42,000


Equity dividends paid against A Ordinary shares
231,600
173,792

604,600
215,792

Page 33

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

15.


Tangible fixed assets

Group and Company






Furniture and equipment

£



Cost


At 1 April 2023
345,700


Additions
26,917



At 31 March 2024

372,617



Depreciation


At 1 April 2023
230,032


Charge for the year on owned assets
31,858



At 31 March 2024

261,890



Net book value



At 31 March 2024
110,727



At 31 March 2023
115,668

All of the Group's tangible fixed assets are held in the parent company, Minnow Films Limited.

Page 34

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 April 2023
7


Additions
54



At 31 March 2024
61






Net book value



At 31 March 2024
61



At 31 March 2023
7


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

AM Films Ltd
Ordinary
100%
Minnow Films (Billionaires) Limited
Ordinary
100%
Minnow Films (India Detectives) Limited
Ordinary
100%
Minnow Films (SAS) Limited
Ordinary
100%
Minnow Films (SAS US) Limited
Ordinary
100%
Minnow Films Inc.
Common
100%
Minnow NZ Ltd
Ordinary
100%
Mumm Productions Limited
Ordinary
100%
Taken Productions Limited
Ordinary
100%
The MF Journey Ltd
Ordinary
100%
TNO1 Productions Limited
Ordinary
100%
TT Films Limited
Ordinary
100%
Who Dares Wins (NZ Minnow) Limited
Ordinary
100%

Page 35

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
Subsidiary undertakings (continued)

All subsidiary undertakings, except those noted below, were incorporated under the UK Companies Act 2006, domiciled in England and whose registered office address is 124 Finchley Road, London, NW3 5JS.
Minnow Films Inc. was incorporated under the state of Delaware General Corporation Law, domiciled in the United States of America and whose registered office address is 501 Silverdale Road, Wilmington, Delaware, 19808.
Who Dares Wins (NZ Minnow) Limited was incorporated under the New Zealand Companies Act 1993, domiciled in New Zealand and whose registered office address is Level 1, 95 St. Georges Bay Road, Parnell, Auckland, 1052.


17.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
225,741
-
225,741
-

Due within one year

Trade debtors
614,494
1,380,856
639,236
1,817,238

Amounts owed by group undertakings
-
-
1,890,143
116,156

Other debtors
721,340
943,750
70,787
630,051

Prepayments and accrued income
3,096,580
1,417,535
1,192,680
1,404,642

4,658,155
3,742,141
4,018,587
3,968,087


Trade and other debtors falling due within one year are non-interest bearing and, in the opinion of the directors, of a fair value is not materially different from their carrying value.
Amounts owed by group undertakings are unsecured, non-interest bearing and repayable on demand with no fixed date for repayment.
At the balance sheet date, the provision for impairment against debtors falling due within one year was £nil (2023: £nil).


18.


Cash and cash equivalents

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,643,227
1,846,431
547,159
895,984

Less: bank overdrafts
(10,683)
-
(10,599)
-

1,632,544
1,846,431
536,560
895,984


Page 36

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
10,683
-
10,599
-

Bank loans
50,900
50,348
50,900
50,348

Trade creditors
1,057,686
882,457
665,207
305,819

Amounts owed to group undertakings
-
-
5,965
609,147

Corporation tax
550,613
349,377
500,285
349,377

Other taxation and social security
581,731
313,202
474,647
313,202

Other creditors
299,932
595,497
292,148
591,833

Accruals and deferred income
2,722,177
2,011,674
1,707,957
1,258,335

5,273,722
4,202,555
3,707,708
3,478,061


Amounts owed to group undertakings are unsecured, non-interest bearing and repayable on demand with no fixed date for repayment.


20.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
88,333
138,885
88,333
138,885




21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
50,900
50,348
50,900
50,348

Amounts falling due 1-2 years

Bank loans
50,750
50,382
50,750
50,382

Amounts falling due 2-5 years

Bank loans
37,583
88,503
37,583
88,503

139,233
189,233
139,233
189,233


Page 37

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

22.


Secured creditors

As at the balance sheet date, bank loans totalling £139,233 (2023: £189,233) are secured by way of a fixed and floating charge over all present and future assets of the Company.


23.


Financial instruments

At the balance sheet date, the group held derivative liabilities in respect of forward foreign exchange
contracts recognised at fair value through profit or loss of £nil (2023: £547).
Neither the Company nor its group held any further financial instruments at the balance sheet date that would require specific disclosure under sections 1.12, 11 or 12 of Financial Reporting Standard 102 and paragraph 36 of Schedule 1 to the Companies Act 2006.
The net gain/(loss) on financial instruments held at fair value through profit or loss (i.e. re-measured to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date with any financial movement recognised immediately in profit or loss) during the year was £nil (2023: £(156,929)).
The net interest (income)/expenditure in respect of financial assets and liabilities not held at fair value through profit or loss was £43,218 (2023: £12,573).

Page 38

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

24.


Deferred taxation


Group and Company





2024


£






At beginning of year
(22,507)


(Charged)/credited to profit or loss
8,629



At end of year
(13,878)

The net deferred taxation asset/(liability) carried forward is made up as follows:

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Accelerated capital allowances
(27,682)
(28,917)
(27,682)
(28,917)

Other short-term timing differences
545
736
545
736

Share based remuneration
13,259
5,674
13,259
5,674

(13,878)
(22,507)
(13,878)
(22,507)


Deferred taxation assets and liabilities expected to reverse in the following financial reporting period are, in the opinion of the directors, not considered to be material.


25.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



190,018 (2023 - 380,036) Ordinary shares of £0.0001 each
19
38
1,000,000 (2023 - 1,000,000) A Ordinary shares of £0.0001 each
100
100
190,018 (2023 - nil) B Ordinary shares of £0.0001 each
19
-

138

138

Page 39

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

25.Share capital (continued)

On 16 January 2024, the Company re-designated 190,018 Ordinary shares of £0.0001 nominal value as B Ordinary shares of £0.0001 nominal value.
On 29 January 2024, the Company completed on the purchase of 190,018 Ordinary shares of £0.0001 nominal value for cash at par following which the acquired shares were converted into treasury shares (see note 26 - Capital redemption reserve).
Ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.
A Ordinary shares rank pari passu to Ordinary shares bar that directors may at any time resolve to declare dividends preferentially or discriminatory in respect of A Ordinary shares.
B Ordinary shares rank pari passu to Ordinary and A Ordinary shares bar that directors may at any time resolve to declare dividends preferentially or discriminatory in respect of B Ordinary



26.


Reserves

Capital redemption reserve

The capital redemption reserve of £19 (2023: £nil) relates solely in respect of the Company and comprises all non-distributable sums transferred following the purchase of the Company's own share capital.

Foreign exchange reserve

The foreign exchange reserve of £198 (2023: £nil) relates solely in respect of the group and comprises of foreign exchange movements on translation prior to consolidation of the group's non pounds sterling (£) reporting subsidiary undertakings.

Other reserves

Other reserves of £53,035 (2023: £22,697) relate solely in respect of the Company and comprises of contingent equity against share options vesting during the reporting period but not exercised or lapsed as at the balance sheet date.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and (losses) net of amounts distributed as dividends to equity shareholders.
At the balance sheet date, the profit and loss account for the Company and its consolidated group amounted to £820,784 and £983,220 (2023: £1,317,458 and £1,317,458) respectively.

Page 40

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

27.


Share based remuneration

During the year, the Company continued operation of an HMRC approved equity settled share based remuneration scheme for certain employees of the group; the “Minnow Films Limited EMI Share Option Scheme”.
Under the Approved Scheme, the directors may grant options over shares in the Company to employees of the group with awards of options generally reserved for employees at senior and director level. 
As at the balance sheet date, there were three (2023: four) participants to whom options were granted; of which one (2023: one) participant was, and continued to be as at the date these financial statements were approved, a director of the Company.
Options are granted with a fixed exercise price at the date of grant. The contractual life of an option is ten years from the date of the grant being awarded with options granted becoming exercisable in their entirety upon occurrence of an "Exit Event" (i.e. a sale or compulsory acquisition event in which the acquiring party/(parties) obtain(s) control of the Company).
Exercise of an option is subject to the option holder remaining an eligible employee at the time of exercise.
During the year 255,690 options (2023: 255,690) were granted by the scheme to, and no options (2023: nil) exercised by, employees. 
At the balance sheet date, there were 160,994 (2023: 255,690) options granted and exercisable, each with a weighted average exercise price of £2.40, following lapse of 94,696 options during the year.


28.


Prior year adjustment

The comparatives for the year ended 31 March 2023 have been restated as part of these financial statements as a result of a duplication of income and expenditure recognised in both the profit and loss of the Company and a fellow group undertaking.
The restatement has resulted in both turnover and cost of sales originally reported in the consolidated statement of comprehensive income for the year ended 31 March 2023 to be reduced by £8,868,120 from that originally reported of £32,027,373 and £26,544,986 respectively.
There was no impact to the final reported profit for the year ended 31 March 2023 or the balance sheet as at 31 March 2023 as a result of the aforementioned restatement.


29.


Contingent liabilities

Litigation matters and claims
The legal risks arising from the group's operational activities are typical of those faced by any production company whose content may be considered to be defamatory by the individual(s) the productions' subject matter focuses on. Consequently, in the normal course of its operations, the group may be subject to litigation matters and claims.
At the balance sheet date, the group was party to a number of ongoing lawsuits. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and management's view of these matters may change in the future as the litigation and events related thereto unfold.
 
Page 41

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

29.Contingent liabilities (continued)


In the ordinary course of business, the group has entered into contractual arrangements under which the broadcaster of the production subject to litigation matters and claims has agreed to provide indemnification of varying scope and terms with respect to certain matters including, but not limited to, infringement claims made by third parties. In these circumstances, reimbursement of losses incurred by the group in relation to litigation matters may be conditional on the group making a claim with the broadcaster pursuant to the procedures specified in the particular contract. The broadcaster'’s obligations under these arrangements may also be limited in terms of time and/or amount.
 
As the above noted litigation matters are ongoing and have not yet concluded, it is not possible at this stage to identify if in any or all instances whether a liability not indemnified by the broadcaster exists and/or to quantify any such liability with reasonable certainty.
Obligation to reimburse broadcasters
In the ordinary course of business, the group has entered into contractual arrangements under which the broadcaster of a production for which the group was commissioned to produce is due a minimum return against the approved contract sum to the value of £880,525 by way of UK Creative Industry Credits to be claimed by the group against said production.
Where the group's claim for UK Creative Industry Credits against said production is less than the minimum return value of £880,525, the group is liable for any shortfall; except where such shortfall is as a result of changes in the legislature or any action exercised by the broadcaster.


30.


Pension commitments

The pension cost charge represents contributions payable by the Company and its group towards defined contribution pension schemes and for the year amounted to £145,385 (2023: £141,470). 
Employee and employer contributions totalling £4,778 (2023: £13,174) were payable by the Company and its group at the balance sheet date and are included in creditors falling due within one year.


31.


Commitments under operating leases

At 31 March 2024 the Company and its group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Not later than 1 year
155,333
151,549
155,333
151,549

Later than 1 year and not later than 5 years
25,264
168,300
25,264
168,300

180,597
319,849
180,597
319,849

Page 42

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

32.Other financial commitments

During the year, the Company continued to be party to the following agreements:
 the grant of warrants for the right to acquire 172,744 £0.0001 Ordinary shares in the Company for    cash at par; and 
 the grant of options for the right to acquire 33,149 £0.0001 Ordinary shares in the Company for    cash at par.
The right to acquire shares per each respective agreement is subject to an "Exit Event" (see note 27) transpiring in the 10 years following the grant made in November 2022. 
The Company was released from both contractual agreements following the balance sheet date (see note 35) when new warrants and options were granted to the recipients following the grant of additional options to employees under the “Minnow Films Limited EMI Share Option Scheme” (see note 27).


33.


Transactions with directors

During the reporting period, the Company provided an unsecured loan of £225,741 to a director. The loan account is unsecured, non-interest bearing and repayable on the earlier of either 31 January 2027, an "Exit Event" (see note 27) or such date as agreed between the Company and director.
At the balance sheet date the Company was owed £225,741 (2023: £nil) by the director.


34.


Related party transactions

The Company has taken advantage of the exemptions provided by Section 33 of Financial Reporting Standard 102 from the requirement to disclose transactions undertaken or balances carried forward as at the balance sheet date between wholly-owned group undertakings.

During the reporting period, the Company continued to maintain an unsecured loan account with a director. The loan account is repayable on demand with interest charged by the Company at the official rate of interest in the UK per annum where the loan account may be classed as a benefit-in-kind in accordance with HM Revenue. No interest was levied against the loan account during the year (2023: £nil) and at the balance sheet date the Company owed £42,073 (2023: £41,925) towards to the loan account to the director.

There were no other related party transactions and/or period end balances to report in accordance with
the Companies Act 2006 and Section 1A of Financial Reporting Standard 102 as part of these financial
statements.

Page 43

 
MINNOW FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024

35.


Post balance sheet events

Following the balance sheet date:
 
The group entered into loan arrangements in which loan finance of £7,680,353 was granted to the group at an interest rate equal to the bank base rate plus 1.75% per annum. The loans are secured by way of fixed charge having been granted over the tangible materials, rights and any other related assets of the underlying production for which the loan facility was drawn as well as all tangible and intangible fixed assets held by the borrower.

The group entered into a forward foreign exchange currency contract in which the group commits to exchange USD $6.5million at an agreed rate of £1:USD $1.2696 by 31 December 2024.

In consideration of the grant of new options and warrants (see below), the Company was released from its obligation to issue 300,589 £0.0001 Ordinary shares in the Company for cash at par on exercise under previously granted warrants (see note 32) and options (see notes 27 and 32).

In August 2024, the Company granted 255,252 options to employees under the “Minnow Films Limited EMI Share Option Scheme” (see note 27). Said options granted employees the opportunity to acquire one £0.0001 Ordinary share for each option held at an exercise price of £0.73 per share. 

In August 2024, the Company granted warrants to a third party which gave the warrant holder the right to acquire 165,559 £0.0001 Ordinary shares in the Company for cash at par following an "Exit Event" (see note 27) transpiring in the 10 years following the original warrant grant made in November 2022


36.


Controlling party

The Company was under the control of its director, Morgan Matthews, throughout the reporting period to date.

 
Page 44