Company registration number 05591026 (England and Wales)
NAGRA MEDIA UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
NAGRA MEDIA UK LIMITED
COMPANY INFORMATION
DIRECTORS
Mr M Saladini
Mr M Beariault
SECRETARY
Mr M D Williams
COMPANY NUMBER
05591026
REGISTERED OFFICE
Machen House
The Pavilion
Llantarnam Business Park
Cwmbran
NP44 3FD
AUDITOR
Kilsby & Williams LLP
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
NAGRA MEDIA UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 9
Statement of income and retained earnings
10
Balance sheet
11
Notes to the financial statements
12 - 23
NAGRA MEDIA UK LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
PRINCIPAL ACTIVITIES
The company provides digital television (DI V) solutions and services to a significant number of the leading telco, cable, satellite, and terrestrial service operators around the world. Nagra Media UK Limited continues to operate as a service business to provide R&D and support to Kudelski SA and its fellow group companies.
The company's objective is to be the thought leader in delivering the best in class innovative solutions, products and services to the digital television (DIV) market to win and grow our existing customers.
RESULTS AND PERFORMANCE
The company concluded it results with revenue decreasing to £10.06 mlln and profits before tax increased by £167k showing a £1.37 mlln return for the year. This resulted in a total equity at the balance sheet date of £1.90 mlln.
BUSINESS ENVIRONMENT
The digital television (DTV) market is evolving with new disruptive players such as Netflix, Google, Apple, Amazon and content owners look for new business opportunities which is projected to continue. This is putting significant pressure into the traditional DTV operators to deliver new services to attract new subscribers, reduce subscriber churn and to maintain or increase ARPU.
STRATEGY
The company's success is dependent on winning new markets, business and building on existing customers to deploy digital television (DTV) solutions and services which delivers sustainable revenues and profitability.
KEY PERFORMANCE INDICATORS (KPI'S)
We have made significant progress throughout the year in relation to the key elements of our strategy. The board monitors the progress of the company by the reference of the following KPI's:
PRINCIPAL RISKS AND UNCERTAINTIES
The main risk facing the company is the changing market, continual price pressures and new disruptive players such as Netflix, Google, Apple, Amazon and content owners looking for new business models. This is driving a continued global review of the groups operational cost, efficiency & streamlining to ensure alignment with forecasted revenue projections to deliver increased profits back to the group. This will most likely have an impact on a number of offices and functional organisations in the Kudelski Group during 2025.
The company will, to the best of its ability, mitigate and manage these risks and any consequences of a reduction in workload within its control.
NAGRA MEDIA UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
FUTURE DEVELOPMENTS
In 2025 the company aims to continue to provide R&D and support to Kudelski SA and its fellow group companies. The company directors will continue to define business goals, monitor the results and take any corrective actions that may be necessary.
Mr M Saladini
Director
2 April 2025
NAGRA MEDIA UK LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
RESULTS AND DIVIDENDS
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
DIRECTORS
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M Saladini
Mr M Beariault
FINANCIAL INSTRUMENTS
The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for the company's operations and to finance the company's operations.
Due to the nature of the financial instruments used by the company there is no exposure to price risk. The company's approach to managing other risks applicable to the financial instruments concerned is shown below.
In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts at floating rates of interest.
Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.
Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.
RESEARCH AND DEVELOPMENT
The company is currently undertaking research and development in developing and evolving the headend, middleware and application products to support the deployment of business solutions and services to address the cable, satellite, terrestrial and telco digital television market.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.
NAGRA MEDIA UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
DISCLOSURE OF INFORMATION IN THE STRATEGIC REPORT
In accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 we set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.
STATEMENT OF DISCLOSURE TO AUDITOR
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
MEDIUM-SIZED COMPANIES EXEMPTION
This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.
On behalf of the board
Mr M Saladini
Mr M Beariault
Director
Director
2 April 2025
NAGRA MEDIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAGRA MEDIA UK LIMITED
- 5 -
Opinion
We have audited the financial statements of Nagra Media UK Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of income and retained earnings, the balance sheet and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
NAGRA MEDIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAGRA MEDIA UK LIMITED (CONTINUED)
- 6 -
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the 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 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
NAGRA MEDIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAGRA MEDIA UK LIMITED (CONTINUED)
- 7 -
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, enquiries with management and enquiries of legal counsel. There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. We did not identify any key audit matters relating to irregularities, including fraud. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
NAGRA MEDIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAGRA MEDIA UK LIMITED (CONTINUED)
- 8 -
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
NAGRA MEDIA UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NAGRA MEDIA UK LIMITED (CONTINUED)
- 9 -
Simon Tee
Senior Statutory Auditor
For and on behalf of
Kilsby & Williams LLP
Chartered accountants & statutory auditor
Cedar House
Hazell Drive
Newport
South Wales
NP10 8FY
23 April 2025
NAGRA MEDIA UK LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£
£
TURNOVER
3
10,066,647
10,804,112
Administrative expenses
(9,414,915)
(10,143,593)
Other operating income
1,063,088
1,051,220
OPERATING PROFIT
4
1,714,820
1,711,739
Interest receivable and similar income
6
44
Interest payable and similar expenses
7
(336,525)
(500,031)
PROFIT BEFORE TAXATION
1,378,339
1,211,708
Tax on profit
8
(80,119)
(304,180)
PROFIT FOR THE FINANCIAL YEAR
1,298,220
907,528
Retained earnings brought forward
(4,198,902)
(5,106,430)
Retained earnings carried forward
(2,900,682)
(4,198,902)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
NAGRA MEDIA UK LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
FIXED ASSETS
Tangible assets
9
33,491
55,481
CURRENT ASSETS
Debtors
10
5,105,366
4,306,570
Cash at bank and in hand
250,108
159,474
5,355,474
4,466,044
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
11
(7,289,647)
(7,720,427)
NET CURRENT LIABILITIES
(1,934,173)
(3,254,383)
NET LIABILITIES
(1,900,682)
(3,198,902)
CAPITAL AND RESERVES
Called up share capital
14
1,000,000
1,000,000
Profit and loss reserves
(2,900,682)
(4,198,902)
TOTAL EQUITY
(1,900,682)
(3,198,902)
These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.
The financial statements were approved by the board of directors and authorised for issue on 2 April 2025 and are signed on its behalf by:
Mr M Saladini
Director
Company registration number 05591026 (England and Wales)
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
1
ACCOUNTING POLICIES
Company information
Nagra Media UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Machen House, The Pavilion, Llantarnam Business Park, Cwmbran, NP44 3FD.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Kudelski SA. These consolidated financial statements can be obtained at, https://www.nagra.com/investors/annual-report.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 13 -
1.2
Going concern
The accounts show that the company had net liabilities of £1,900,682 (2023 - £3,198,902). The directors have therefore had to consider the appropriateness of the going concern basis.true
The company has been able to finance it operations largely because of support from it's parent company, Kudelski SA. With this continued support the company will be able to meets its obligations as they fall due. The directors therefore consider it appropriate to prepare the accounts on a going concern basis.
1.3
Turnover
Turnover is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied and services rendered, stated net of discounts and of Value Added Tax. Turnover is derived from the recharge of expenditure.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Short leasehold property
Over the term of the lease
Fixtures and fittings
25% straight line
Computer equipment
20.00% - 25.00% Straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 14 -
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.7
Financial instruments
A financial asset or a financial liability is recogrlised only when the entity becomes a party to the contractual provisions of the instrument.
Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Debt instruments are subsequently measured at amortised cost.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately.
For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 15 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 16 -
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.8
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
ACCOUNTING POLICIES
(Continued)
- 17 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.11
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.12
The directors have taken advantage of the exemption in FRS102 from including a cash flow statement in the financial statements on the grounds that the company is wholly owned and its parent publishes a consolidates cash flow statement.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2
JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
3
TURNOVER AND OTHER REVENUE
The turnover is attributable to the one principal activity of the company. An analysis of turnover by the geographical markets that substantially differ from each other is given below:
2024
2023
£
£
Turnover analysed by geographical market
Europe
9,271,292
9,757,344
North America
795,355
1,046,768
10,066,647
10,804,112
2024
2023
£
£
Other revenue
Interest income
44
-
Other operating income
1,063,088
1,051,220
4
OPERATING PROFIT
2024
2023
Operating profit for the year is stated after charging:
£
£
Exchange losses
517
1,463
Fees payable to the company's auditor for the audit of the company's financial statements
9,385
8,950
Depreciation of owned tangible fixed assets
21,990
18,984
(Profit)/loss on disposal of tangible fixed assets
-
6,409
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
5
EMPLOYEES
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Sales, Service and Admin
24
26
Research and Development
68
74
Total
92
100
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
6,993,524
7,424,345
Social security costs
762,324
823,336
Pension costs
642,902
720,990
8,398,750
8,968,671
6
INTEREST RECEIVABLE AND SIMILAR INCOME
2024
2023
£
£
Interest income
Interest on bank deposits
44
7
INTEREST PAYABLE AND SIMILAR EXPENSES
2024
2023
£
£
Interest payable to group undertakings
319,716
429,267
Other interest
16,809
70,764
336,525
500,031
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
8
TAXATION
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
265,119
246,680
Deferred tax
Origination and reversal of timing differences
(185,000)
57,500
Total tax charge
80,119
304,180
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
1,378,339
1,211,708
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
344,585
284,751
Tax effect of utilisation of tax losses not previously recognised
(344,585)
(284,751)
Change in unrecognised deferred tax assets
(185,000)
57,500
Research and development tax credit
265,119
246,680
Taxation charge for the year
80,119
304,180
As a result of past trading losses, taxable losses have been incurred which are available for offset against future taxable profits.
A deferred tax asset has been recognised in respect of these losses. The estimated value of the deferred tax asset not recognised, measured at the future rate of 25%, is £793,832.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
9
TANGIBLE FIXED ASSETS
Short leasehold property
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 1 January 2024 and 31 December 2024
168,845
181,289
339,594
689,728
Depreciation and impairment
At 1 January 2024
168,845
177,722
287,680
634,247
Depreciation charged in the year
468
21,522
21,990
At 31 December 2024
168,845
178,190
309,202
656,237
Carrying amount
At 31 December 2024
3,099
30,392
33,491
At 31 December 2023
3,567
51,914
55,481
10
DEBTORS
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
2,721,904
2,901,356
Other debtors
1,643,580
837,976
Prepayments and accrued income
49,882
62,238
4,415,366
3,801,570
Deferred tax asset (note 12)
690,000
505,000
5,105,366
4,306,570
Amounts owed by group undertakings are unsecured and interest free.
Included within other debtors is an amount of £1,597,620 (2023 - £802,262) relating to R&D tax credits receivable. The current year debtor includes credits receivable for both claims submitted in 2024 & 2023.
The deferred tax asset amount to £690,000 (2023 - £505,000) has been reclassified from provisions to debtors.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
11
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024
2023
£
£
Trade creditors
22,221
59,008
Amounts owed to group undertakings
5,957,864
6,009,571
Taxation and social security
187,932
402,522
Other creditors
85,141
97,297
Accruals and deferred income
1,036,489
1,152,029
7,289,647
7,720,427
12
DEFERRED TAXATION
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2024
2023
Balances:
£
£
Tax losses
690,000
505,000
2024
Movements in the year:
£
Asset at 1 January 2024
(505,000)
Credit to profit or loss
(185,000)
Asset at 31 December 2024
(690,000)
The amount of net reversal of the deferred tax asset expected to occur next year is £nil. This is because it is anticipated that there will be no significant change in the amount of future taxable profits which the losses will be relieved.
The company has unused tax losses of £5,790,000 carried forward at 31 December 2024 which are relievable against future taxable profits from the same trade. There is no expiry date for these losses.
NAGRA MEDIA UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
13
RETIREMENT BENEFIT SCHEMES
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
642,902
720,990
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
14
SHARE CAPITAL
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1,000,000
1,000,000
1,000,000
1,000,000
15
OPERATING LEASE COMMITMENTS
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within one year
133,321
149,428
Between two and five years
133,321
133,321
282,749
16
RELATED PARTY TRANSACTIONS
In accordance with FRS 102, transactions with other wholly owned group companies that are included within the ultimate parent undertaking's financial statement are not disclosed.
17
ULTIMATE CONTROLLING PARTY
The ultimate controlling party is Kudelski SA, a company registered in Switzerland. A copy of its financial statements can be obtained at https://www.nagra.com/investors/annual-report.
The parent undertaking of the smallest and largest group, which includes the company and for which group accounts are prepared, is Kudelski SA
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