| REGISTERED NUMBER: |
| Financial Statements for the Year Ended 31 December 2024 |
| for |
| Nowness Limited |
| REGISTERED NUMBER: |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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 |
| CURRENT ASSETS |
| Debtors | 5 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 6 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
( |
) |
( |
) |
| CREDITORS |
| Amounts falling due after more than one year | 7 |
| NET LIABILITIES | ( |
) | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital |
| Retained earnings | ( |
) | ( |
) |
| ( |
) | ( |
) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Nowness Limited (Registered number: 10840169) |
| Notes to the Financial Statements |
| for the Year Ended 31 December 2024 |
| 1. | STATUTORY INFORMATION |
| Nowness Limited is a |
| The presentation currency of the financial statements is the Pound Sterling (£). |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 - |
| 4. | TANGIBLE FIXED ASSETS |
| Plant and |
| machinery |
| etc |
| £ |
| COST |
| At 1 January 2024 |
| and 31 December 2024 |
| DEPRECIATION |
| At 1 January 2024 |
| Charge for year |
| At 31 December 2024 |
| NET BOOK VALUE |
| At 31 December 2024 |
| At 31 December 2023 |
| 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 |
| Other debtors |
| 6. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.12.24 | 31.12.23 |
| £ | £ |
| Trade creditors |
| Amounts owed to group undertakings |
| Taxation and social security |
| Other creditors |
| 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 |
| 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. |
| for and on behalf of |
| 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. |