CGA Strategy Limited - Limited company accounts 23.2

REGISTERED NUMBER: 02675471 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2022

for

CGA STRATEGY LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

7

Balance Sheet

8

Notes to the Financial Statements

9

Directors:

R White

L A Traynor

P Pathak

Secretary:

Cosec Services Limited

Registered office:

C/O A.C. Nielsen Company Ltd

Nielson House

John Smith Drive

Oxford

Oxfordshire

OX4 2WB

Registered number:

02675471 (England and Wales)

Auditors:

Haines Watts, Statutory Auditor

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The directors present their strategic report for the year ended 31 December 2022.

Principal activity

The principal activity of the company in the year under review was that of consultancy, market research and database management for the leisure industry.

Review of business

The company was acquired by A.C. Nielsen Company Limited on 31 May 2022.

On 1 November 2022 the business was hived up to A.C.Nielsen Company Limited and since that date the company has not traded.

Please refer to the strategic report of A.C. Nielsen Company Limited for future developments.

Financial key performance indicators

Key performance indicators are designed to indicate how the company performs. The company uses earnings before interest, tax, depreciation and amortisation ("EBITDA") as a key performance indicator. EBITDA is calculated as operating profit as set out in the income statement, with amounts added back for the depreciation and amortisation as disclosed in the notes to the financial statements.

On behalf of the board:

P Pathak - Director

21 December 2023

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

Principal activity

The principal activity of the company in the year under review was that of consultancy, market research and database management for the leisure industry.

Dividends

No dividends will be distributed for the year ended 31 December 2022.

Events since the end of the year

After the year end, the company reduced its share premium account from £1,529,009 to £nil with a corresponding increase in distributable reserves. A dividend of £8,545,681 was then declared.

Directors

The directors who have held office during the period from 1 January 2022 to the date of this report are as follows:

D S Walsh - resigned 31 May 2022

A J Giles - resigned 31 May 2022

P R Tate - resigned 31 May 2022

B D Canavan - resigned 31 May 2022

P R Tate - resigned 31 May 2022

R White - appointed 31 May 2022

L A Traynor - appointed 31 May 2022

P Pathak - appointed 31 May 2022

Matters covered in the strategic report

Disclosures required under S416(4) of the Companies Act 2006 are commented upon in the strategic report as the directors consider them to be of strategic importance to the company.

Statement of directors' responsibilities

The directors are responsible for preparing the Strategic Report, 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 she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

On behalf of the board:

P Pathak - Director

21 December 2023

Opinion

We have audited the financial statements of CGA Strategy Limited (the 'company') for the year ended 31 December 2022 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 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 company's affairs as at 31 December 2022 and of its profit for the year 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 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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate.

The company was acquired by A.C. Nielsen Company Limited on 31 May 2022. On 1 November 2022 the

business and its subsidiaries was hived up to A.C.Nielsen Company Limited and since that date the company has not traded. Accordingly these accounts are not drawn up on a going concern basis.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

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, or returns adequate for our audit have not been received from branches not visited by us; or

-	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; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.

Audit procedures performed by the company engagement team included:

- identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

- identifying and testing a sample of journal entries, and then tracing the postings to supporting documentation;

- revenue recognition, we have tested a sample of sales contracts and traced to contracts to the amount recognised in the sales accounts;

- assessing the extent of compliance with the relevant laws and regulations.

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.

Antony Sassen (Senior Statutory Auditor)

for and on behalf of Haines Watts, Statutory Auditor

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

21 December 2023

Turnover

4

9,137,713

8,909,814

Cost of sales

(891,822

)

(571,461

)

Gross profit

8,245,891

8,338,353

Administrative expenses

(8,374,136

)

(6,555,230

)

(128,245

)

1,783,123

Other operating income

5

385,000

462,000

Operating profit

8

256,755

2,245,123

Impairment of investment

9

(503,339

)

-

(246,584

)

2,245,123

Income from shares in group undertakings

2,475,581

-

Interest receivable and similar income

26,019

-

Profit before taxation

2,255,016

2,245,123

Tax on profit

10

(239,772

)

(229,976

)

Profit for the financial year

2,015,244

2,015,147

Retained earnings at beginning of year

6,519,349

4,504,202

Retained earnings at end of year

8,534,593

6,519,349

Fixed assets

Intangible assets

11

-

-

Tangible assets

12

-

64,838

Investments

13

2,343,383

2,640,147

2,343,383

2,704,985

Current assets

Debtors

14

10,063,755

3,193,224

Cash at bank

-

4,382,920

10,063,755

7,576,144

Creditors

Amounts falling due within one year

15

2,343,382

2,028,480

Net current assets

7,720,373

5,547,664

Total assets less current liabilities

10,063,756

8,252,649

Creditors

Amounts falling due after more than one year

16

-

(191,975

)

Provisions for liabilities

18

-

(12,162

)

Net assets

10,063,756

8,048,512

Capital and reserves

Called up share capital

19

135

135

Share premium

20

1,529,009

1,529,009

Capital redemption reserve

20

19

19

Retained earnings

20

8,534,593

6,519,349

Shareholders' funds

10,063,756

8,048,512

The financial statements were approved by the Board of Directors and authorised for issue on 21 December 2023 and were signed on its behalf by:

P Pathak - Director

1.	General information

CGA Strategy Limited is a private company, limited by shares, and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the company's operations and its principal activity is set out in the directors report.

2.	Statement of compliance

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.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The company was acquired by A.C. Nielsen Company Limited on 31 May 2022. On 1 November 2022 the business was hived up to A.C.Nielsen Company Limited and since that date the company has not traded. Accordingly these accounts are not drawn up on a going concern basis.

The following principal accounting policies have been applied:

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirements of paragraphs 26.18(b), 26.19 to 26.21 and 26.23;

•

the requirement of paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about CGA Strategy Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, A.C. Nielsen Company Limited, Nielsen House, John Smith Drive, Oxford, Oxfordshire, OX4 2WB.

Revenue

Revenue is recognised to the extent that is is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measure as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of te contract when all the following conditions are satisfied.

• the amount of revenue can be measured reliably;

• it is probable that the company will receive the consideration due under the contract;

• the stage of completion of the contract at the end of the reporting period can be measured reliably; and

• the costs incurred and the costs to complete the contract can be measured reliably.

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight line method.

Depreciation is provided on the following basis;

Office equipment - 33% straight line per annum

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the statement of comprehensive income.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Current and deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP. All amounts in these financial statements have been round to the nearest £1.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.

Operating leases

Rentals paid under operating leases are charged to the statement of comprehensive income on a straight line basis over the lease term.

Pension costs

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity, Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in the statement of comprehensive income when they fall due. Amounts not paid are shown in accruals as a liability in the statement of financial position. The assets of the plan are held separately from the company in independently administered funds.

Finance costs

Finance costs are charged to the statement of comprehensive income over the term of debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by shareholders at an annual general meeting.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk.

Financial Instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate or interest for a similar debt instrument and subsequently at amortised cost.

Financial assets that are measure at cost and amortised are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

For financial assets measure at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost les impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset an settle the liability simultaneously.

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

4.

Turnover

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by geographical market is given below:

2022

2021

£

£

United Kingdom

6,651,075

7,287,354

Rest of World

2,486,638

1,622,460

9,137,713

8,909,814

5.	Other operating income

2022

2021

£

£

Management fees receivable

385,000

462,000

6.	Employees and directors

2022

2021

£

£

Wages and salaries

4,649,146

4,098,065

Social security costs

530,583

487,673

Other pension costs

44,846

87,837

5,224,575

4,673,575

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

2022

2021

Average employees

193

159

7.	Directors' emoluments

2022

2021

£

£

Directors' remuneration

85,317

224,000

Directors' pension contributions to money purchase schemes

2,201

17,912

During the year retirement benefits were accruing to 3 directors (2021 - 3) in respect of defined contribution pension schemes.

8.	Operating profit

The operating profit is stated after charging/(crediting):

2022

2021

£

£

Other operating leases

132,380

-

Depreciation - owned assets

47,717

28,707

Auditors' remuneration - audit

6,708

16,150

Foreign exchange differences

55,991

(21,618

)

9.	Exceptional items

2022

2021

£

£

Impairment of investment

(503,339

)

-

10.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2022

2021

£

£

Current tax:

UK corporation tax

46,246

318,279

(Over)/under provision PY

193,526

(91,865

)

Total current tax

239,772

226,414

Deferred tax

-

3,562

Tax on profit

239,772

229,976

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2022

2021

£

£

Profit before tax

2,255,016

2,245,123

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2021 - 19%)

428,453

426,573

Effects of:

Expenses not deductible for tax purposes

91,719

8,230

Income not taxable for tax purposes

(470,456

)

-

Capital allowances in excess of depreciation

(3,470

)

(5,507

)

Adjustments to tax charge in respect of previous periods

193,526

(91,865

)

Deferred tax movement

-

3,562

R&D tax credit

-

(111,017

)

Total tax charge

239,772

229,976

The adjustment to tax charge in respect of prior periods relates to research and development claims made by the company. These are subject to challenge from HMRC.

11.	Intangible fixed assets

Goodwill

£

Cost

At 1 January 2022

144,000

Reclassification/transfer

(144,000

)

At 31 December 2022

-

Amortisation

At 1 January 2022

144,000

Reclassification/transfer

(144,000

)

At 31 December 2022

-

Net book value

At 31 December 2022

-

At 31 December 2021

-

Reclassifications/transfers relate to items transferred to A.C. Nielsen Company Limited as part of the hive up disclosed in the basis of preparation note.

12.	Tangible fixed assets

Fixtures

and

fittings

£

Cost

At 1 January 2022

389,836

Additions

50,141

Disposals

(140

)

Reclassification/transfer

(439,837

)

At 31 December 2022

-

Depreciation

At 1 January 2022

324,998

Charge for year

47,717

Reclassification/transfer

(372,715

)

At 31 December 2022

-

Net book value

At 31 December 2022

-

At 31 December 2021

64,838

Reclassifications/transfers relate to items transferred to A.C. Nielsen Company Limited as part of the hive up disclosed in the basis of preparation note.

13.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2022

2,640,147

Additions

206,575

Impairments

(503,339

)

At 31 December 2022

2,343,383

Net book value

At 31 December 2022

2,343,383

At 31 December 2021

2,640,147

.

Direct subsidiary undertakings

The following were subsidiary undertakings of the company;

Name

Class of shares

Holding

Principal activity

CGA Nielsen (Global) Limited

Ordinary

100%

Consultancy, market research and database management

The registered office of the subsidiary undertaking is Nielsen House, John Smith Drive, Oxford, Oxfordshire, England, OX4 2WB.

14.

Debtors: amounts falling due within one year

2022

2021

£

£

Trade debtors

-

3,013,914

Amounts owed by group undertakings

10,063,755

64,549

Amounts owed by associates

-

15,579

Other debtors

-

11

Prepayments

-

99,171

10,063,755

3,193,224

15.

Creditors: amounts falling due within one year

2022

2021

£

£

Trade creditors

-

221,146

Amounts owed to group undertakings

2,343,382

3,600

Corporation tax

-

215,047

Social security and other taxes

-

289,911

VAT

-

280,430

Other creditors

-

103,535

Accruals and deferred income

-

914,811

2,343,382

2,028,480