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Registered number:
FOR THE YEAR ENDED 31 DECEMBER 2025
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BOSSANOVA LTD
COMPANY INFORMATION
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BOSSANOVA LTD
CONTENTS
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BOSSANOVA LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The principal activity of Bossanova Limited is the acquisition and distribution of visual media broadcast rights. We specialise in the genres of factual, factual entertainment and documentary.
The directors present the strategic report for the year ended 31 December 2025.
Bossanova is now in its fifth financial year. As part of our growth strategy, the Company has continued to focus on diversifying its portfolio of content and customers and has stepped into digital distribution of content for the first time by partnering with YouTube aggregators who are distributing our library in this space on our behalf. We are only able to do this with partners who can “Geo-Block” content so that we honour the linear sales in each territory.
Unfortunately, year on year revenue decreased by 7% due to due to a delay in delivery on a key show, triggered by government departmental approval on content. This income was delayed into 2026 and will be recognised in that fiscal year. Gross margin also decreased slightly from 21.9% to 20.2%. The challenges in the market are hitting all business, and key business partners are now negotiating more assertively on new acquisition deals. This has meant a drop in the share of income retained by the Company, which, combined with the increase in write offs in investments in 2025 has impacted gross margin. The Company does not expect this trend to continue and expects margin to stabilise in the next fiscal year. EBITDA fell from £770k in 2024 to £370k in 2025, and this is directly linked to the gross profit reduction. The Company closely managed costs and ensured that these did not increase year on year, in fact costs decreased by £24k to £1.996m in 2025. Bossanova continues to invest in new content and projects, with lifetime investments totalling over £22m. The market now has moved where most projects require deficit financing. This means we have to continue to forge new relationships with producers and broadcasters, enabling mainly UK based creative companies to get projects made and broadcast on a global scale. The success of the Company is dependant on the library achieving sales performance levels detailed in our investment proposals on a case-by-case basis, as well as the business leadership managing and monitoring the profit margins for each project. Continued development of new ideas and intellectual property is key to the sustainability of the organisation. The Company feels a key strength is its team. We are proud of the low levels of staff turnover, and our commitment to developing our talent and promoting from within. In the start of 2026, we created three new roles across Sales and Acquisitions teams which we believe will allow us to access sales in a number of unexploited regions.
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BOSSANOVA LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company faces the same risks as the wider entertainment sector – reduced advertising spend, increased digital consumer consumption and merging of organisations resulting in shrinking contact base and the closure of channels. Sadly, this risk continues to increase. A lack of commissioning opportunities in the UK, an evolving media industry and ever decreasing budgets due to the global financial slowdown hitting advertising investment are the key risks in the industry.
A key principle of our business model is financing multiple new productions at the same time, often cash flowing the funds to a producer ahead of receiving sales income from a broadcaster. Delivery schedule changes (both delays and early delivery) can have a significant impact on cash availability, and accessibility. We feel confident that the group support structure in place with our Parent Company provides added protection and security for our commercial endeavours and job security for our team. The Company has managed good staff retention and continues to work hard to look after our team by creating a positive working culture and providing financial incentivisation for successful performance. Our focus on purely unscripted means we have carved ourselves a niche in the market. Consolidation continues in our client base with many mergers and staff changes creating a challenge in maintaining good relationships, but our broad base of global clients and ever-increasing catalogue helps mitigate this risk. Future developments We have focused our team on growing the share of business done in the digital space whilst maintaining strong linear sales, and maximising revenue from the rights available. We are proactively thinking about the rights sold, whether a client needs them or is warehousing to protect exclusivity, and are asking the sales team to tactically negotiate with their customers to allow us maximum exploitation of all rights. We are also exploring different financing models, including working with third parties to mitigate our cashflow risk and reflect the evolving nature of the market. We are actively trialling development of digital first content, whilst collaborating with other group companies. Whilst we don’t expect this to deliver huge profits in the short term, we have to acknowledge the importance of this space and adapt our business model to remain relevant and keep up to date with changes in the consumer space. The board of directors believe the company is well placed for significant growth in the coming years.
This report was approved by the board on 13 July 2026 and signed on its behalf.
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BOSSANOVA LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The directors who served during the year were:
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the year, after taxation, amounted to £118,611 (2024 - £458,526).
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BOSSANOVA LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Restructuring at the group level took place in March 2026. Serafin 20. Verwaltungs GmbH purchased the 51% stake from Night Train Media GmbH & Co. KG. The new immediate parent and ultimate controlling party is now Serafin 20. Verwaltungs GmbH, a company incorporated in Germany.
The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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BOSSANOVA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOSSANOVA LTD
We have audited the financial statements of Bossanova Ltd (the 'Company') for the year ended 31 December 2025, which comprise the Statement of Income and Retained Earnings, the Analysis of Net Debt, the Statement of Financial Position, the Statement of Cash Flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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BOSSANOVA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOSSANOVA LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the 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.
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.
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BOSSANOVA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOSSANOVA LTD (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • the nature of the industry and sector, control environment and business performance; • 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 and Company’s documentation of their policies and procedures relating to: - identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; - detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; - the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; - the 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 organisation for fraud and identified the greatest potential for fraud in relation to timing of revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Group and Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act and local tax legislation. In addition, we considered other laws and regulations that could have an effect on the Group and Company and result in the imposition of financial or other penalties and litigation. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected non-compliance. All matters in relation to non-compliance with laws and regulations and potential fraud risks were communicated to all members of the engagement team and we remained alert to any indications of non-compliance throughout the audit.
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BOSSANOVA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOSSANOVA LTD (CONTINUED)
Our procedures to respond to risks identified included the following:
• reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with 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; • assessing the appropriateness and where appropriate with third parties 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 and correspondence with HMRC; • in addressing the risk of fraud through management override of controls, reviewing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated 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. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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.
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BOSSANOVA LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BOSSANOVA LTD (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
124 Finchley Road
NW3 5JS
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BOSSANOVA LTD
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BOSSANOVA LTD
REGISTERED NUMBER: 12924546
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 14 to 24 form part of these financial statements.
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BOSSANOVA LTD
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BOSSANOVA LTD
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Bossanova Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Royalty House, 72-74 Dean Street, London, United Kingdom, W1D 3SG.
2.Accounting policies
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.
At the reporting date the company had net liabilities of £171,688 (2024: £290,299). In order to continue trading it is dependent on the continued financial support of its shareholders, who have confirmed their intention to continue to support the company for the foreseeable future.
On this basis, the directors consider it appropriate to prepare the financial statements on the going concern basis. The financial statements do not include any adjustments that would result in the withdrawal of the aforementioned support.
Functional and presentation currency
Transactions and balances
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
TV Library Rights
The investment in television library rights relating to productions in progress and completed television rights are amortised to net income based on the estimate of the economic benefit relating to the individual production titles as each production has its own estimated cash outflows and inflows. For completed television rights, the rate of amortisation will depend on a variety of factors including the timing of its delivery, the type of entertainment right and the expected longevity of the future benefits but is typically within a range of 50 - 75% in the first year. For future years, the amortisation rate may range depending on the estimated future benefits of the particular television right. The determination of the rates is based on the expected economic useful life of the rights, including factors such as the ability to licence rights to broadcast, rights to programs in development, and availability of rights to renew licences for episodic television programs in subsequent seasons, as well as the availability of secondary market revenue.
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:
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic 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 the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
assumptions that affect the amounts reported for assets and liabilities as at the reporting date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates. Accruals The company makes an estimate of accruals at the year end based on invoices received after the reporting date and work undertaken which has not been invoiced based on quotations or estimates of amounts that may be due for payment. Amortisation and impairment of intangible assets The company amortises its intangilbe assets over the estimated useful life of the asset. The determination of estimated useful life of the asset is based upon managements and directors judgement. All titles are also reviewed for impairment on an annual basis.
Analysis of turnover by country of destination:
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The company has taxable trading losses of circa £nil (2024: £94,000) available to offset against future taxable trading profits.
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £23,977 (2024: £22,088). Contributions totalling £3,375 (2024: £nil) were payable to the fund at the reporting date and are included in other creditors.
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BOSSANOVA LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
During the reporting period the company was under the control of Night Train Media Gmbh & Co. Kg, a company incorporated in Germany. The trading address of Night Train Media Gmbh & Co. Kg is Residenzstrasse 9, 80333 Munich, Germany.
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