Cockatrice Limited - Limited company accounts 18.2

REGISTERED NUMBER: 11045305 (England and Wales)

COCKATRICE LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD

2 NOVEMBER 2017 TO 31 MARCH 2019

Page

Company Information

1

Group Strategic Report

2

Report of the Director

3

to

4

Report of the Independent Auditors

5

to

6

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

to

28

DIRECTOR:

A P Cox

REGISTERED OFFICE:

The Old Hall

1 Middle Street

Wing

Oakham

Rutland

LE15 8RZ

REGISTERED NUMBER:

11045305 (England and Wales)

AUDITORS:

Duncan & Toplis Limited, statutory auditor

26 Park Road

Melton Mowbray

Leicestershire

LE13 1TT

The director presents his strategic report of the company and the group for the year ended 31 March 2019.

In March 2018 the company purchased the Key Publishing Group. Under new leadership the Group has continued the

publication of high quality magazines but now with added focus on the delivery of a digital strategy to secure

alternative routes to market whilst continuing to explore new business opportunities and associated revenue streams.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business and its

position at the year end. Our review is consistent with the size and non-complex nature of our business and is written

in the context of the risks and uncertainties we face.

We consider that our key financial indicators are those that communicate the performance and strength of the group

as a whole, being revenue, profitability and return on capital employed.

Group revenue has reduced slightly from £13,041,803 to £12,457,929. Overall operating profits before interest and

tax have decreased from £323,505 to a group loss of £119,839. After taxation £245,452 has been deducted from

reserves.

As a result, the return on capital employed is negative but the group has undergone substantial management and

procedural changes in order to equip it for the future development and profitability of the group. The group remains

cash positive as the amortisation of group titles amounted to £1,248,463 for the year and has been written down to

£2,883,239 which is substantially less than its value to the group.

As with many businesses of our size, the business environment in which we operate continues to be challenging. Once

again, the quality of our Magazines has maintained the interest and support of our customers which in turn has

ensured strong advertising and circulation revenues.

PRINCIPAL RISKS AND UNCERTAINTIES

The financial risk management within the company is governed by policies established by the Board of Directors and

senior management. The policies cover interest risk and such areas as cash management.

Company's exposure to various risks:

Credit risk

The company is not exposed to credit risk. All cash is deposited in UK banks. The principal amount within debtors are

amounts due from UK based customers and group companies.

Market risk - Foreign exchange risk

The company is exposed to foreign exchange risk in respect of certain overseas customers who are invoiced in US

dollars and euros. Some suppliers also invoice the company in those currencies which provides a natural hedge.

ON BEHALF OF THE BOARD:

A P Cox - Director

31 July 2019

The director presents his report with the financial statements of the company and the group for the period

2 November 2017 to 31 March 2019.

INCORPORATION

The group was incorporated on 2 November 2017 and commenced trading on 1 April 2018.

PRINCIPAL ACTIVITY

The principal activity of the group in the period under review was that of the publication of a range of consumer

magazines and the sale by mail order of related products.

DIVIDENDS

An interim dividend of £1440 per share was paid on 10 April 2018. The director recommends that no final dividend be

paid.

The total distribution of dividends for the period ended 31 March 2019 will be £ 144,000 .

DIRECTOR

A P Cox was appointed as a director on 2 November 2017 and held office during the whole of the period from then to the date of this report.

The director, being eligible, offers himself for election at the forthcoming first Annual General Meeting.

FINANCIAL INSTRUMENTS

At the balance sheet date the group's financial instruments comprised of loans from the shareholders and their family,

cash and liquid resources and various items such as trade debtors and trade creditors that arise directly from

operations.

It is, and has been throughout the period of review, the group's policy that no trading in financial instruments shall be

undertaken.

The group manages the risks of financial instruments as set out in the Strategic Report. Other than the details there

the group's use of financial instruments is not material for the assessment of the assets, liabilities, financial position

and profit or loss of the group.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial

statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director

has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not

approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the

company and the group and of the profit or loss of the group for that period. In preparing these financial statements,

the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006.

He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps

for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a

director in order to make himself aware of any relevant audit information and to establish that the group's auditors

are aware of that information.

AUDITORS

The auditors, Duncan & Toplis Limited, statutory auditor, will be proposed for re-appointment at the forthcoming

Annual General Meeting.

ON BEHALF OF THE BOARD:

A P Cox - Director

31 July 2019

Opinion

We have audited the financial statements of Cockatrice Limited (the 'parent company') and its subsidiaries (the

'group') for the period ended 31 March 2019 which comprise the Consolidated Income Statement, Consolidated Other

Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position,

Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of

Cash Flows and Notes to the Consolidated Statement of Cash Flows, Notes to the Financial Statements, 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2019 and of the group's loss for the period then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to

you where:

-	the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The director is responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the

Auditors thereon.

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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether there is a material

misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

-	the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained

in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report

of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to

you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is

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 director determines 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 director is responsible for assessing the group's and the parent company's

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the director either intends to liquidate the group or the parent company or to

cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

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 Report of

the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 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 a Report of the Auditors 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.

Alistair Main FCA (Senior Statutory Auditor)

for and on behalf of Duncan & Toplis Limited, statutory auditor

26 Park Road

Melton Mowbray

Leicestershire

LE13 1TT

2 August 2019

TURNOVER

3

12,457,929

Cost of sales

5,609,463

GROSS PROFIT

6,848,466

Administrative expenses

6,968,305

OPERATING LOSS

5

(119,839

)

Interest payable and similar expenses

6

87,815

LOSS BEFORE TAXATION

(207,654

)

Tax on loss

7

37,798

LOSS FOR THE FINANCIAL PERIOD

(245,452

)

Loss attributable to:

Owners of the parent

(233,731

)

Non-controlling interests

(11,721

)

(245,452

)

LOSS FOR THE PERIOD

(245,452

)

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

(245,452

)

Total comprehensive income attributable to:

Owners of the parent

(228,656

)

Non-controlling interests

(16,796

)

(245,452

)

FIXED ASSETS

Intangible assets

10

2,883,239

Tangible assets

11

381,441

Investments

12

743,700

4,008,380

CURRENT ASSETS

Stocks

13

163,973

Debtors

14

1,551,290

Prepayments and accrued income

370,181

Cash at bank and in hand

2,149,201

4,234,645

CREDITORS

Amounts falling due within one year

15

5,893,529

NET CURRENT LIABILITIES

(1,658,884

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,349,496

CREDITORS

Amounts falling due after more than one year

16

(2,300,000

)

PROVISIONS FOR LIABILITIES

19

(443,923

)

NET LIABILITIES

(394,427

)

CAPITAL AND RESERVES

Called up share capital

20

100

Retained earnings

21

(377,731

)

SHAREHOLDERS' FUNDS

(377,631

)

NON-CONTROLLING INTERESTS

(16,796

)

TOTAL EQUITY

(394,427

)

The financial statements were approved and authorised for issue by the director on 31 July 2019 and were signed by:

A P Cox - Director

FIXED ASSETS

Intangible assets

10

-

Tangible assets

11

-

Investments

12

4,187,965

4,187,965

CURRENT ASSETS

Debtors

14

401

Cash at bank

33,766

34,167

CREDITORS

Amounts falling due within one year

15

1,909,353

NET CURRENT LIABILITIES

(1,875,186

)

TOTAL ASSETS LESS CURRENT LIABILITIES

2,312,779

CREDITORS

Amounts falling due after more than one year

16

2,300,000

NET ASSETS

12,779

CAPITAL AND RESERVES

Called up share capital

20

100

Retained earnings

21

12,679

SHAREHOLDERS' FUNDS

12,779

Company's profit for the financial year

156,679

The financial statements were approved and authorised for issue by the director on 31 July 2019 and were signed by:

A P Cox - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Changes in equity

Issue of share capital

100

-

100

-

100

Dividends

-

(144,000

)

(144,000

)

-

(144,000

)

Total comprehensive income

-

(233,731

)

(233,731

)

(16,796

)

(250,527

)

Balance at 31 March 2019

100

(377,731

)

(377,631

)

(16,796

)

(394,427

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

100

-

100

Dividends

-

(144,000

)

(144,000

)

Total comprehensive income

-

156,679

156,679

Balance at 31 March 2019

100

12,679

12,779

Cash flows from operating activities

Cash generated from operations

1

3,835,619

Interest paid

(87,815

)

Tax paid

(12,713

)

Net cash from operating activities

3,735,091

Cash flows from investing activities

Purchase of tangible fixed assets

(189,563

)

Purchase of fixed asset investments

(743,700

)

Sale of tangible fixed assets

31,533

Purchase of subsidiaries

(4,477,602

)

Net cash from investing activities

(5,379,332

)

Cash flows from financing activities

New loans in year

2,750,000

Amount introduced by directors

1,199,125

Amount withdrawn by directors

(6,678

)

Share issue

70

Equity dividends paid

(144,000

)

Dividends paid to minority interests

(5,075

)

Net cash from financing activities

3,793,442

Increase in cash and cash equivalents

2,149,201

Cash and cash equivalents at beginning of period

2

-

Cash and cash equivalents at end of period

2

2,149,201

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

£

Loss before taxation

(207,654

)

Depreciation charges

1,360,227

Loss on disposal of fixed assets

10,725

Increase in provisions

443,923

Finance costs

87,815

1,695,036

Increase in stocks

(163,973

)

Increase in trade and other debtors

(1,908,728

)

Increase in trade and other creditors

4,213,284

Cash generated from operations

3,835,619

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect

of these Statement of Financial Position amounts:

Period ended 31 March 2019

31.3.19

2.11.17

£

£

Cash and cash equivalents

2,149,201

-

1.	STATUTORY INFORMATION

Cockatrice 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 General 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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the Company and its subsidiary

undertakings drawn up to 31 March 2019. The financial statements of an overseas subsidiary have been

excluded as they are not material for the purpose of giving a true and fair view.

A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to

govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account

from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary,

adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line

with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition

of subsidiaries by the group.The cost of a business combination is measured as the fair value of the assets

given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly

attributable to the business combination. Identifiable assets acquired or liabilities and contingent liabilities

assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess

of the cost of the business combination over the acquirers interest in the fair value of the identifiable assets,

liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its

subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the

consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies

adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified

separately from the group's equity therein. Non-controlling interests consist of the amount of those interests

at the date of the original business combination and the non-controlling shareholder's share of changes in

equity since the date of the combination.

Significant judgements and estimates

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.

Revenue

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

valued added tax or other sales taxes.

The group recognises revenue when:

The amount of revenue can be reliably measured;

it is probable that future economic benefits will flow to the entity;

and specific criteria have been met for each of the company's activities.

Goodwill

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the

company's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the

entity recognised at the acquisition date. Goodwill is initially recognised as an asset at cost and is subsequently

measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the

currency of the acquired entity and revalued at the closing rate at each reporting period date. Goodwill is

amortised over its useful life, which shall not exceed ten years if a reliable estimate of the useful life cannot be

made.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over

their useful lives.

Purchased goodwill is amortised over a period of between 5 and 12 years on a straight line basis, subject to

periodic review.

Goodwill on consolidation is amortised on a 5% straight line basis.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Magazine titles are being amortised evenly over their estimated useful life of eight years.

Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Short leasehold

-

over the term of the lease

Plant and machinery

-

25% on cost and 20% on cost

Motor vehicles

-

25% on cost

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is

measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed,

and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly

attributable to the business combination. When a business combination agreement provides for an adjustment

to the cost of the combination contingent on future events, the group includes the estimated amount of that

adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be

measured reliably.

Freehold land and buildings

No depreciation is provided in respect of freehold buildings which are measured at cost less accumulated

depreciation. The fair value of the property cannot be measured reliably without undue cost or effort.

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are

initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity

shares which are not publicly traded and where fair value cannot be reliably measured are measured at cost

less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest

method. Dividends on equity securities are recognised in income when receivable.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Inventories

Inventories are stated at the lower of cost and net realisable values, being the estimated selling price less costs

to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and

finished goods include labour and attributable overheads.

At each balance sheet date, inventories are assessed for impairment. If inventories are impaired, the carrying

amount is reduced to its selling price less cost to complete and sell. The impairment loss is recognised

immediately in profit or loss.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated 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.

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 period 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.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the

lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension

scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by geographical market is given below:

£

United Kingdom

8,238,929

Rest of world

4,219,000

12,457,929

4.	EMPLOYEES AND DIRECTORS

£

Wages and salaries

2,359,412

Social security costs

236,603

Other pension costs

56,171

2,652,186

The average number of employees during the period was as follows:

Administration and support

78