Exclusive Media (Majestic) Holdings Ltd - Limited company accounts 23.1

REGISTERED NUMBER: 08279113 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 December 2019

for

Exclusive Media (Majestic) Holdings

Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

A Iervolino

J Masciello

Ms J A Sultan

SECRETARY:

Elemental Company Secretary Limited

REGISTERED OFFICE:

27 Old Gloucester Street

London

WC1N 3AX

REGISTERED NUMBER:

08279113 (England and Wales)

AUDITORS:

Haines Watts Statutory Auditor

Northern Assurance Buildings

9/21 Princess Street

Manchester

M2 4DN

The directors present their report with the financial statements of the company for the year ended 31 December 2019.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2019 to the date of this report.

A Iervolino

J Masciello

Ms J A Sultan

GOING CONCERN

The company is reliant in the absence of other funding on the continued support of the parent company. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation the Company remains to have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 company and of the profit or loss of the company 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;

-	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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Haines Watts Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

A Iervolino - Director

31 July 2023

Disclaimer of Opinion

We were engaged to audit the financial statements of EXCLUSIVE MEDIA (MAJESTIC) HOLDINGS LIMITED Ltd (the 'company') for the year ended 31 December 2019 which comprise the Statement of Comprehensive Income, Balance sheet, Statement of Changes in Equity and notes to the financial statements, including 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 do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

The investment of £1,036,214 included in the balance sheet arose prior to the current management and ownership of the company. Our audit of the cost of investment highlighted potential further consideration that could have been payable, but due to the age of the original investment it has not proved practical for current management to confirm the position. As a result of this matter, we were unable to determine whether any adjustments might have been found necessary in respect of recorded or unrecorded investment cost and related intercompany funding in the balance sheet.

Opinions on other matters prescribed by the Companies Act 2006

Notwithstanding our disclaimer of an opinion on the financial statements, in our opinion, based on the work undertaken in the course of the audit:

- the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the directors' report.

Arising from the limitation of our work referred to above:

- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

- we were unable to determine whether adequate accounting records have been kept.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

- certain disclosures of directors' remuneration specified by law are not made;

- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the directors' report and from the requirement to prepare a strategic report

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

Auditor responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the company's financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report.

However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

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 ethical responsibilities in accordance with these requirements.

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.

Antony Sassen (Senior Statutory Auditor)

for and on behalf of Haines Watts Statutory Auditor

Northern Assurance Buildings

9/21 Princess Street

Manchester

M2 4DN

31 July 2023

TURNOVER

-

OPERATING PROFIT and

PROFIT BEFORE TAXATION

-

Tax on profit

-

PROFIT FOR THE FINANCIAL YEAR

-

FIXED ASSETS

Investments

5

1,036,214

TOTAL ASSETS LESS CURRENT
LIABILITIES

1,036,214

CAPITAL AND RESERVES

Called up share capital

1

Capital contribution reserve

1,036,213

1,036,214

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

The financial statements were approved by the Board of Directors and authorised for issue on 31 July 2023 and were signed on its behalf by:

A Iervolino - Director

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Investments in subsidiaries

Investments in subsidiaries are recognised at cost less accumulated impairment.

Going concern

The company is reliant in the absence of other funding on the continued support of the parent company. As with any company placing reliance on other group entities for financial support, the director acknowledges that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors have formed a judgement, at the time of approving the financial statements, that there is a reasonable expectation the Company remains to have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore has prepared the financial statements on a going concern basis.

Key accounting estimate

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the impairments of investments. The estimated and underlying assumptions are reviewed on an ongoing basis and any adjustments felt necessary to the value of investments shown are recognised at the relevant reporting date.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2018 - NIL).

4.	PRIOR YEAR ADJUSTMENT

A prior year adjustment has been made in respect of the year ended 31 December 2018 relating to the value of investment in subsidiaries. The investment cost has been increased from £846,208 to £1,036,214. Current management have reviewed the Sales and Purchase Agreement when the subsidiaries were originally acquired and determined that the investment cost was understated by £190,005. In addition, a shareholder loan was incorrectly classified as Creditors due within one year, this has been transferred to Capital contribution reserve within Equity.

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 January 2019

and 31 December 2019

1,036,214

NET BOOK VALUE

At 31 December 2019

1,036,214

At 31 December 2018

1,036,214

6.	ULTIMATE CONTROLLING PARTY

The controlling party is AMBI Exclusive Acquisition Co. LLC, USA.

The ultimate controlling party is Entertainment Worldwide Holding Inc., Canada.

7.

RESERVES

The capital contribution reserve relates to amounts waived by the Company's shareholders to fund the purchase of the investments.