IRIS Accounts Production v25.1.0.734 10840169 Board of Directors 1.1.24 31.12.24 31.12.24 5.8.25 0 false true false false true false Auditors Opinion iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh108401692023-12-31108401692024-12-31108401692024-01-012024-12-31108401692022-12-31108401692023-01-012023-12-31108401692023-12-3110840169ns15:EnglandWales2024-01-012024-12-3110840169ns14:PoundSterling2024-01-012024-12-3110840169ns10:Director12024-01-012024-12-3110840169ns10:PrivateLimitedCompanyLtd2024-01-012024-12-3110840169ns10:SmallEntities2024-01-012024-12-3110840169ns10:Audited2024-01-012024-12-3110840169ns10:SmallCompaniesRegimeForDirectorsReport2024-01-012024-12-3110840169ns10:SmallCompaniesRegimeForAccounts2024-01-012024-12-3110840169ns10:FullAccounts2024-01-012024-12-3110840169ns10:Director22024-01-012024-12-3110840169ns10:Director32024-01-012024-12-3110840169ns10:RegisteredOffice2024-01-012024-12-3110840169ns5:CurrentFinancialInstruments2024-12-3110840169ns5:CurrentFinancialInstruments2023-12-3110840169ns5:Non-currentFinancialInstruments2024-12-3110840169ns5:Non-currentFinancialInstruments2023-12-3110840169ns5:ShareCapital2024-12-3110840169ns5:ShareCapital2023-12-3110840169ns5:RetainedEarningsAccumulatedLosses2024-12-3110840169ns5:RetainedEarningsAccumulatedLosses2023-12-3110840169ns5:PlantMachinery2023-12-3110840169ns5:PlantMachinery2024-01-012024-12-3110840169ns5:PlantMachinery2024-12-3110840169ns5:PlantMachinery2023-12-3110840169ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3110840169ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3110840169ns5:CurrentFinancialInstruments2024-01-012024-12-3110840169ns5:Non-currentFinancialInstruments2024-01-012024-12-31
REGISTERED NUMBER: 10840169 (England and Wales)















Financial Statements for the Year Ended 31 December 2024

for

Nowness Limited

Nowness Limited (Registered number: 10840169)






Contents of the Financial Statements
for the Year Ended 31 December 2024




Page

Company Information 1

Statement of Financial Position 2

Notes to the Financial Statements 3


Nowness Limited

Company Information
for the Year Ended 31 December 2024







DIRECTORS: J W Hack
Z Shao
Q Shao





REGISTERED OFFICE: 2nd Floor, Studio Smithfield
London
EC1A 9PT





REGISTERED NUMBER: 10840169 (England and Wales)





AUDITORS: Shinewing Wilson Accountancy Limited
Chartered Certified Accountants
and Statutory Auditors
9 St Clare Street
London
EC3N 1LQ

Nowness Limited (Registered number: 10840169)

Statement of Financial Position
31 December 2024

31.12.24 31.12.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 4 2,045 5,976

CURRENT ASSETS
Debtors 5 299,219 179,738
Cash at bank 74,500 75,629
373,719 255,367
CREDITORS
Amounts falling due within one year 6 3,257,116 3,423,465
NET CURRENT LIABILITIES (2,883,397 ) (3,168,098 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(2,881,352

)

(3,162,122

)

CREDITORS
Amounts falling due after more than one year 7 160,000 -
NET LIABILITIES (3,041,352 ) (3,162,122 )

CAPITAL AND RESERVES
Called up share capital 1 1
Retained earnings (3,041,353 ) (3,162,123 )
(3,041,352 ) (3,162,122 )

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 5 August 2025 and were signed on its behalf by:





Q Shao - Director


Nowness Limited (Registered number: 10840169)

Notes to the Financial Statements
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Nowness Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The Company had net current liabilities of £2.9 million as at the balance sheet, primarily due to an amount of £2.6 million owed to a fellow subsidiary, no immediate demand on the repayment is expected. The intermediate parent company provided the Company a loan with flexible repayment; furthermore the ultimate parent company has provided the financial support letter for 12 months from the date of signing financial statements. The directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Comparative figures
Certain comparative figures have been restated where necessary to conform with current period presentation.

Turnover
Turnover represents the value of service provided under contracts to the extent that there is a right to consideration and is recorded at the value of the consideration due. Revenue on the production of film is recognised when the final asset is delivered. Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and included as part of creditors due within one year.

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method. Depreciation is provided on the following basis:

Computer equipment - 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Nowness Limited (Registered number: 10840169)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' to all of its financial instruments.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include trade and other receivables 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 financial asset is measured at the present value of the future receipts discounted at a market rate of interest.

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 trade and other payables, and loans from group undertakings, 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.

Debt instruments are subsequently carried at amortised cost, using the effective interest method.

Share capital
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset.

The company's ordinary shares are classified as equity instruments.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.


Nowness Limited (Registered number: 10840169)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Borrowing costs
All borrowing costs are recognised in profit or loss in the period in which they are incurred.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2023 - 11 ).

4. TANGIBLE FIXED ASSETS
Plant and
machinery
etc
£   
COST
At 1 January 2024
and 31 December 2024 12,563
DEPRECIATION
At 1 January 2024 6,587
Charge for year 3,931
At 31 December 2024 10,518
NET BOOK VALUE
At 31 December 2024 2,045
At 31 December 2023 5,976

Nowness Limited (Registered number: 10840169)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Trade debtors 231,471 147,232
Other debtors 67,748 32,506
299,219 179,738

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.12.24 31.12.23
£    £   
Trade creditors 132,231 82,899
Amounts owed to group undertakings 2,760,836 2,762,247
Taxation and social security 19,667 21,678
Other creditors 344,382 556,641
3,257,116 3,423,465

Amounts owed to group undertakings are unsecured, interest-free, have no fixed repayment terms, and are repayable on demand. As at 31 December 2023, included within the amounts due to group undertakings is a loan of £160,000 from the intermediate parent company, with £4,397 interest recognised in profit or loss based on a 5% annual rate. During the year ended 31 December 2024, this loan was extended and reclassified to non-current liabilities. Please refer to Note 9 for further details.

An amount of £62,319 (2023: £195,033) included in other creditors relates to payables to related companies. The balances are also unsecured, interest-free, and repayable on demand.

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.12.24 31.12.23
£    £   
Amounts owed to group undertakings 160,000 -

During the year ended 31 December 2024, the company received loans totaling £160,000 from an intermediate parent company. Interest of £8,220 (2023: £4,397) was recognised in the profit and loss account, calculated at 5% per annum on the outstanding balance.

8. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Nijendra Dhungana FCCA (Senior Statutory Auditor)
for and on behalf of Shinewing Wilson Accountancy Limited

Nowness Limited (Registered number: 10840169)

Notes to the Financial Statements - continued
for the Year Ended 31 December 2024

9. RELATED PARTY DISCLOSURES

The company paid a management fee of £96,000 (2023: £96,000) and an overhead recharge of £13,955 (2023: £19,092) to a related company owned by a director of the company. No commission was paid during the year (2023: £31,193). As at the year-end, an amount of £61,069 (2023: £195,033) was outstanding and included in creditors.

The company incurred expenses of £21,693 (2023: £24,547) in relation to a salary split arrangement with Art Review Ltd. No income was received during the year (2023: £2,242). Art Review Ltd is 85% owned by Meta Media Holdings Limited. As at the year-end, a balance of £2,347 (2023: £4,483) was outstanding and included in trade creditors.

During the year, the company borrowed £150,000 from a related company owned by a director of the company, at an interest rate of 5% per annum. Interest of £1,250 was recognised in the profit and loss account. As at year-end, the principal loan was transferred to the company’s intermediate parent company, which repaid the amount on the company's behalf. The interest payable of £1,250 remained outstanding and was included in creditors.

A loan of £160,000 (2023: £160,000) from the company’s intermediate parent company remained outstanding as at 31 December 2024. The loan was renewed with a revised repayment date in 2027 and was classified under non-current liabilities. Associated interest expenses of £8,220 were recognised in the profit and loss account. Additionally, the company secured a new loan of £60,000 during the year, which was repaid in full within the same period. However, interest of £389 remained outstanding and was recognised in the profit and loss account.

10. ULTIMATE CONTROLLING PARTY

The immediate parent company is Nowness Holdings LLC which is incorporated in the USA. The ultimate parent company, Meta Media Holdings Limited, is incorporated in the Cayman Islands and is listed on the Hong Kong Stock Exchange. The principal place of business is located at 7/F, Global Trade Square, No. 21 Wong Chuk Hang Road, Aberdeen, Hong Kong. The financial statements of Meta Media Holdings Limited are publicly available at https://www.metamediahldg.com/investor/3.

The ultimate controlling party is Mr. Zhong Shao, who owns 74.5% of the issued shares of Meta Media Holdings Limited.