Nua_Ltd_(Formerly_Nua_Sca - Accounts

Nua_Ltd_(Formerly_Nua_Sca - Accounts


Nua Ltd (Formerly Nua Scannan Ltd)
Annual Report and Financial Statements
For the period ended 30 June 2020
Company Registration No. 11952638 (England and Wales)
Nua Ltd (Formerly Nua Scannan Ltd)
Company Information
Directors
J Glazer
(Appointed 10 October 2019)
S Cooper
(Appointed 10 October 2019)
Ms M Riordan
(Appointed 17 April 2019)
Company number
11952638
Registered office
6th Floor
Charlotte Building
17 Gresse Street
London
United Kingdom
W1T 1QL
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Business address
16 West Central Street
London
WC1A 1JJ
Nua Ltd (Formerly Nua Scannan Ltd)
Contents
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Group profit and loss account
7
Group balance sheet
8
Company balance sheet
9
Group statement of changes in equity
10
Company statement of changes in equity
11
Group statement of cash flows
12
Notes to the financial statements
13 - 30
Nua Ltd (Formerly Nua Scannan Ltd)
Strategic Report
For the period ended 30 June 2020
Page 1

The directors present the strategic report for the period ended 30 June 2020.

Fair review of the business

The directors are pleased to report that in year ended 30 June 2020 the group had a successful year, securing a number of large productions, coupled with strong working capital management.

The group results are in line with expectations with turnover 12.8m and a profit for the year of £1.3m.

Principal risks and uncertainties

The principal business risks affecting the group are considered to relate to the economy and political uncertainty in the UK where the company operates and the global pandemic of Coronavirus (COVID-19). Other risks include financial pressures on clients and advertising agencies and the ongoing uncertainty with regards to Brexit.

 

The directors have considered the potential impact of the coronavirus, and the various measures taken to contain it, on the operations of the company in the near future. In response to the expected economic downturn caused by the COVID-19 pandemic, the directors will take the following steps to mitigate any associated risks:

  • Review contractual terms to understand any implications and plan accordingly;

  • Consider force majeure and relief provisions in contracts to reduce or eliminate liabilities; and

  • Closer management of cash to ensure payment is made upon receipt of goods or services.

As a result of production not being able to be completed due to the pandemic, the directors expect revenue to reduce over the coming months. In the event that revenues continue to be significantly impacted for a longer period then the group will consider cost cutting measures in order to ensure the long-term viability of the business. However, the group has sufficient cash reserves as at the date of approval of the financial statements to enable it to continue to meet its liabilities as they fall due for at least the next twelve months.

Development and performance

At the end of the financial year the directors feel the group is well placed to meet these challenges, underpinned by a strong balance sheet including net assets of £0.5m and cash balances of £3.5m.

Key performance indicators

The directors review KPIs throughout the year as part of the normal management process. The KPIs for the year ended 30 June 2020 are:

 

2020

 

Gross profit margin        26%        

                

Operating profit margin        12%        

                

Profit (after tax) margin        10%        

 

On behalf of the board

Ms M Riordan
Director
30 June 2021
Nua Ltd (Formerly Nua Scannan Ltd)
Directors' Report
For the period ended 30 June 2020
Page 2

The directors present their annual report and financial statements for the period ended 30 June 2020.

Principal activities

The company was incorporated on 17th April 2019 and on 10th October 2019 acquired 100% of the share capital of Academy Films Limited.

 

The principal activity of the company is to act as a holding company for its subsidiary, Academy Films Limited, which has the principal activity of producing television commercials.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

J Glazer
(Appointed 10 October 2019)
S Cooper
(Appointed 10 October 2019)
Ms M Riordan
(Appointed 17 April 2019)
Results and dividends

The results for the period are set out on page 7.

Ordinary dividends were paid amounting to £770,720. The directors do not recommend payment of a further dividend.

Auditor

Moore Kingston Smith LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

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 group and company, and of the profit or loss of the group for that period. 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;

  •     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

  •     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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Nua Ltd (Formerly Nua Scannan Ltd)
Directors' Report (Continued)
For the period ended 30 June 2020
Page 3
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 auditor of the company 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 auditor of the company is aware of that information.

On behalf of the board
Ms M Riordan
Director
30 June 2021
Nua Ltd (Formerly Nua Scannan Ltd)
Independent Auditor's Report
To the Members of Nua Ltd (Formerly Nua Scannan Ltd)
Page 4
Opinion

We have audited the financial statements of Nua Ltd (Formerly Nua Scannan Ltd) (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 June 2020 which comprise the Group Profit And Loss Account, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and 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 FRS 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 the parent company's affairs as at 30 June 2020 and of it's profit 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 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

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

  • the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's or the parent company’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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.

Nua Ltd (Formerly Nua Scannan Ltd)
Independent Auditor's Report (Continued)
To the Members of Nua Ltd (Formerly Nua Scannan Ltd)
Page 5

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 period 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

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 directors' remuneration specified by law are not made; or

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

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 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 directors either intend to liquidate the group or the parent 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.

Nua Ltd (Formerly Nua Scannan Ltd)
Independent Auditor's Report (Continued)
To the Members of Nua Ltd (Formerly Nua Scannan Ltd)
Page 6

As part of an audit in accordance with ISAs (UK) we exercise professional judgement 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 purposes of expressing an opinion on the effectiveness of the group’s 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 group’s or the parent 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 group or the parent 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.

  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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.

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 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.

Joanna Cosgrove (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
30 June 2021
Chartered Accountants
Charlotte Building
Statutory Auditor
17 Gresse Street
London
W1T 1QL
Nua Ltd (Formerly Nua Scannan Ltd)
Group Profit and Loss Account
For the period ended 30 June 2020
Page 7
Period
ended
30 June
2020
Notes
£
Turnover
3
12,831,978
Cost of sales
(9,496,885)
Gross profit
3,335,093
Administrative expenses
(1,862,746)
Other operating income
110,772
Operating profit
4
1,583,119
Interest receivable and similar income
7
11,561
Profit before taxation
1,594,680
Tax on profit
8
(311,697)
Profit and total comprehensive income after taxation
1,282,983
Profit and total comprehensive income for the financial period is all attributable to the owners of the parent company.
Nua Ltd (Formerly Nua Scannan Ltd)
Group Balance Sheet
As at 30 June 2020
Page 8
2020
Notes
£
£
Fixed assets
Goodwill
9
2,087,820
Tangible assets
10
130,807
2,218,627
Current assets
Work in progress
14
31,014
Debtors
15
595,049
Cash at bank and in hand
3,499,335
4,125,398
Creditors: amounts falling due within one year
16
(3,147,662)
Net current assets
977,736
Total assets less current liabilities
3,196,363
Creditors: amounts falling due after more than one year
17
(2,674,000)
Net assets
522,363
Capital and reserves
Called up share capital
20
10,100
Profit and loss reserves
512,263
Total equity
522,363
The financial statements were approved by the board of directors and authorised for issue on 30 June 2021 and are signed on its behalf by:
30 June 2021
Ms M  Riordan
Director
Nua Ltd (Formerly Nua Scannan Ltd)
Company Balance Sheet
As at 30 June 2020
30 June 2020
Page 9
2020
Notes
£
£
Fixed assets
Investments
11
6,543,879
Current assets
-
Creditors: amounts falling due within one year
16
(3,859,779)
Net current liabilities
(3,859,779)
Total assets less current liabilities
2,684,100
Creditors: amounts falling due after more than one year
17
(2,674,000)
Net assets
10,100
Capital and reserves
Called up share capital
20
10,100

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £770,720.

The financial statements were approved by the board of directors and authorised for issue on 30 June 2021 and are signed on its behalf by:
30 June 2021
Ms M  Riordan
Director
Company Registration No. 11952638
Nua Ltd (Formerly Nua Scannan Ltd)
Group Statement of Changes in Equity
For the period ended 30 June 2020
Page 10
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 30 June 2020:
Profit and total comprehensive income for the period
-
1,282,983
1,282,983
Issue of share capital
20
10,100
-
10,100
Dividends
-
(770,720)
(770,720)
Balance at 30 June 2020
10,100
512,263
522,363
Nua Ltd (Formerly Nua Scannan Ltd)
Company Statement of Changes in Equity
For the period ended 30 June 2020
Page 11
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Period ended 30 June 2020:
Profit and total comprehensive income for the period
-
770,720
770,720
Issue of share capital
20
10,100
-
10,100
Dividends
-
(770,720)
(770,720)
Balance at 30 June 2020
10,100
-
0
10,100
Nua Ltd (Formerly Nua Scannan Ltd)
Group Statement of Cash Flows
For the period ended 30 June 2020
Page 12
2020
Notes
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
25
2,876,088
Income taxes paid
(310,768)
Net cash inflow/(outflow) from operating activities
2,565,320
Investing activities
Purchase of tangible fixed assets
(3,547)
Purchase of subsidiary
(1,318,096)
Cash acquired on purchase of subsidiary
3,004,717
Interest received
11,561
Net cash generated from/(used in) investing activities
1,694,635
Financing activities
Proceeds from issue of shares
10,100
Dividends paid to equity shareholders
(770,720)
Net cash used in financing activities
(760,620)
Net increase in cash and cash equivalents
3,499,335
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
3,499,335
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements
For the period ended 30 June 2020
Page 13
1
Accounting policies
Company information

Nua Ltd (Formerly Nua Scannan Ltd) (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Charlotte Building, 17 Gresse Street, London, W1T 1QL.

 

The group consists of Nua Ltd (Formerly Nua Scannan Ltd) and all of its subsidiaries.

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 certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The 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 for parent company information presented within the consolidated financial statements:

 

  • Section 4 ‘Statement of Financial Position’ – Reconciliation of the opening and closing number of shares;

  • 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’ – Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; 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.

1.2
Basis of consolidation

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
1
Accounting policies
(Continued)
Page 14

The consolidated financial statements incorporate those of Nua Ltd (Formerly Nua Scannan Ltd) and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

 

All financial statements are made up to 30 June 2020. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.3
Going concern

At the balance sheet date, the group made a profit for the year of £1,282,983 and had net assets at that date of £522,363. The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

 

The company has net current liabilities of £3,859,779. However, it is supported by its subsidiary, Academy Films Limited, which has net assets of £4,968,322. Therefore the board considers the company to be a going concern.

 

The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds to meet its liabilities as they fall due for that period.

 

The directors have considered the potential impact of the COVID-19, and the various measures taken to contain it, on the operations of the business in the near future. The directors will continue to monitor the government announcements, and in the event income is impacted significantly they will consider cost cutting measures in order to ensure the long term viability of the business.

 

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
1
Accounting policies
(Continued)
Page 15
1.5
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is ten years

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.6
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:

Leasehold improvements
20% straight line
Plant and equipment
33.33% straight line
Fixtures and fittings
20% 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 recognised in the profit and loss account.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
1
Accounting policies
(Continued)
Page 16

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.8
Work in progress

Work in progress is stated at the lower of cost and net realisable value.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash at bank and in hand

Cash at bank and in hand 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.

1.10
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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 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.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
1
Accounting policies
(Continued)
Page 17
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.

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 group 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 group after deducting all of its 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.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
1
Accounting policies
(Continued)
Page 18
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 though 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 group's contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.12
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 group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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 if, and only if, there is 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.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
1
Accounting policies
(Continued)
Page 19
1.13
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.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

1.16
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation are included in the profit and loss account for the period.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 20
2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Revenue recognition

Significant management judgement is required in determining the point at which revenue should be recognised. Revenue is recognised in respect of each production from the point at which the company has obtained the right to consideration in return for performance. This is considered to be when all necessary approvals during the process of pre-production have been obtained from the commissioning agency and normally equates to the date at which shooting commences. No profit element is recognised until the company is able to estimate the profit on the production reliably. In arriving at this point of recognition, management have considered the liabilities and amounts that would be due if at different points of the contract, the project were to be pulled.

Trade debtor recoverability

The company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.

3
Turnover and other revenue
2020
£
Turnover analysed by class of business
Production of television commercials
12,831,978
2020
£
Other significant revenue
Interest income
11,561
Grants received
110,772
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
3
Turnover and other revenue
(Continued)
Page 21
2020
£
Turnover analysed by geographical market
United Kingdom
9,938,723
Europe and USA
2,586,706
Rest of World
306,549
12,831,978
4
Operating profit
2020
£
Operating profit for the period is stated after charging/(crediting):
Exchange gains
(9,353)
Government grants
(110,772)
Depreciation of owned tangible fixed assets
50,152
Amortisation of intangible assets
169,283
Operating lease charges
209,051
5
Auditor's remuneration
2020
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
4,500
Audit of the financial statements of the company's subsidiaries
15,000
19,500
6
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2020
2020
Number
Number
Management
4
1
Production
21
-
25
1
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
6
Employees
(Continued)
Page 22

Their aggregate remuneration comprised:

Group
Company
2020
2020
£
£
Wages and salaries
1,065,809
-
0
Social security costs
150,524
-
0
Pension costs
15,384
-
0
1,231,717
-
0
7
Interest receivable and similar income
2020
£
Interest income
Interest on bank deposits
11,561

Investment income includes the following:

Interest on financial assets not measured at fair value through profit or loss
11,561
8
Taxation
2020
£
Current tax
UK corporation tax on profits for the current period
311,697
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
8
Taxation
(Continued)
Page 23

The actual charge for the period can be reconciled to the expected charge based on the profit or loss and the standard rate of tax as follows:

2020
£
Profit before taxation
1,594,680
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00%
302,989
Tax effect of expenses that are not deductible in determining taxable profit
1,012
Permanent capital allowances in excess of depreciation
1,820
Amortisation on assets not qualifying for tax allowances
32,164
Creative tax credit
(26,288)
Taxation charge for the period
311,697
9
Intangible fixed assets
Group
Goodwill
£
Cost
At 17 April 2019
-
Additions (see note 23)
2,257,103
At 30 June 2020
2,257,103
Amortisation and impairment
At 17 April 2019
-
Amortisation charged for the period
169,283
At 30 June 2020
169,283
Carrying amount
At 30 June 2020
2,087,820
The company had no intangible fixed assets at 30 June 2020.

 

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 24
10
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Total
£
£
£
£
Cost
At 17 April 2019
-
-
-
-
Additions
-
3,547
-
3,547
Business combinations (see note 23)
230,659
77,249
86,125
394,033
At 30 June 2020
230,659
80,796
86,125
397,580
Depreciation and impairment
At 17 April 2019
-
-
-
-
Depreciation charged in the period
34,688
11,467
3,997
50,152
Business combinations (see note 23)
80,761
54,258
81,602
216,621
At 30 June 2020
115,449
65,725
85,599
266,773
Carrying amount
At 30 June 2020
115,210
15,071
526
130,807
The company had no tangible fixed assets at 30 June 2020.
11
Fixed asset investments
Group
Company
2020
2020
Notes
£
£
Investments in subsidiaries
12
-
6,543,879
Movements in fixed asset investments
Company
Shares in group undertakings
£
Cost or valuation
At 17 April 2019
-
Additions
6,543,879
At 30 June 2020
6,543,879
Carrying amount
At 30 June 2020
6,543,879
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 25
12
Subsidiaries

Details of the company's subsidiaries at 30 June 2020 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
Indirect
Academy Films Limited
West Central Street, London, WC1A 1JJ
Production of television commercials
Ordinary
100.00
0
The aggregate capital and reserves and the profit for the year of the subsidiaries noted above was as follows:
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Academy Films Limited
2,413,043
4,942,034
13
Financial instruments
Group
Company
2020
2020
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
498,827
-
Carrying amount of financial liabilities
Measured at amortised cost
4,777,260
6,533,779
14
Stock
Group
Company
2020
2020
£
£
Work in progress
31,014
-
0
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 26
15
Debtors
Group
Company
2020
2020
Amounts falling due within one year:
£
£
Trade debtors
283,181
-
0
Other debtors
8,174
-
0
Prepayments and accrued income
303,694
-
0
595,049
-
16
Creditors: amounts falling due within one year
Group
Company
2020
2020
Notes
£
£
Other borrowings
18
200,000
-
0
Trade creditors
154,586
-
0
Amounts due to group undertakings
-
2,521,280
Corporation tax payable
240,443
-
0
Other taxation and social security
608,973
-
Dividends payable
6,494
-
0
Other creditors
1,346,519
1,338,499
Accruals and deferred income
590,647
-
0
3,147,662
3,859,779
17
Creditors: amounts falling due after more than one year
Group
Company
2020
2020
£
£
Other creditors
2,674,000
2,674,000

The rights of the redeemable ordinary shares are included in note 19.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 27
18
Loans and overdrafts
Group
Company
2020
2020
£
£
Preference shares
200,000
-
0
Payable within one year
200,000
-
0

 

 

19
Retirement benefit schemes
2020
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
15,384

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

20
Share capital
Group and company
2020
Ordinary share capital
£
Issued and fully paid
10,000 Ordinary A shares of £1 each
10,000
100 Ordinary B shares of £1 each
100
10,100
The Ordinary A shares rank pari passu in all respects with the Ordinary B shares except that the company is entitled by ordinary resolution to declare dividends on one or more class of Ordinary shares to the exclusions of the other.
Amounts will be paid upon the Redeemable Ordinary Shares.
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 28
21
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2020
2020
£
£
Within one year
123,067
-
123,067
-
22
Related party transactions

As permitted by FRS 102 Section 33 "related party disclosures", the financial statements do not disclose transactions with the wholly owned subsidiaries on the basis that the group financial statements are prepared.

 

Dividends of £770,720 were paid to directors and shareholders during the year. At the balance sheet date a total of £4,903 was owed by directors and shareholders in the company.

23
Controlling party

The group has no ultimate controlling party.

Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 29
24
Acquisitions

On 10 October 2019 the group acquired 100 percent of the issued capital of Academy Films Limited.

Book Value
Adjustments
Fair Value
£
£
£
Property, plant and equipment
177,412
-
177,412
Trade and other receivables
4,994,486
-
4,994,486
Cash and cash equivalents
3,004,717
-
3,004,717
Trade and other payables
(3,889,839)
-
(3,889,839)
Total identifiable net assets
4,286,776
-
4,286,776
Goodwill
2,257,103
Total consideration
6,543,879
The consideration was satisfied by:
£
Cash
1,350,000
Issue of shares
10,100
Deferred consideration
5,183,779
6,543,879
Contribution by the acquired business for the reporting period included in the consolidated statement of comprehensive income since acquisition:
£
Turnover
12,831,978
Profit after tax
1,256,695
Nua Ltd (Formerly Nua Scannan Ltd)
Notes to the Financial Statements (Continued)
For the period ended 30 June 2020
Page 30
25
Cash generated from group operations
2020
£
Profit for the period after tax
1,282,983
Adjustments for:
Taxation charged
311,697
Investment income
(11,561)
Amortisation and impairment of intangible assets
169,283
Depreciation and impairment of tangible fixed assets
50,152
Movements in working capital:
(Increase) in stocks
(31,014)
Decrease in debtors
2,529,523
(Decrease) in creditors
(1,424,975)
Cash generated from/(absorbed by) operations
2,876,088
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