Vertigo Releasing Limited - Accounts to registrar (filleted) - small 23.1.5

REGISTERED NUMBER: 08938376 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 March 2023

for

Vertigo Releasing Limited

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

N G Williams

Mrs V M Williams

J Richardson

A Niblo

R Preston

REGISTERED OFFICE:

20-22 Wenlock Road

London

N1 7GU

REGISTERED NUMBER:

08938376 (England and Wales)

ACCOUNTANTS:

Byrne & Company

Chartered Accountant

Suite 1532

26 Upper Pembroke Street

Dublin 2

IRELAND

D02 X361

FIXED ASSETS

Tangible assets

4

4,867

11,534

CURRENT ASSETS

Debtors

5

2,507,046

1,752,005

Investments

6

4,379,737

2,345,180

Cash at bank and in hand

518,053

570,685

7,404,836

4,667,870

CREDITORS

Amounts falling due within one year

7

6,418,104

4,664,251

NET CURRENT ASSETS

986,732

3,619

TOTAL ASSETS LESS CURRENT LIABILITIES

991,599

15,153

CREDITORS

Amounts falling due after more than one year

8

553,093

-

NET ASSETS

438,506

15,153

CAPITAL AND RESERVES

Called up share capital

11

201

201

Retained earnings

12

438,305

14,952

SHAREHOLDERS' FUNDS

438,506

15,153

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 March 2023.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 March 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 23 February 2024 and were signed on its behalf by:

R Preston - Director

1.	STATUTORY INFORMATION

Vertigo Releasing 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.

Significant judgements and estimates

Preparation of the financial statements requires management to make significant judgements and estimates.

The directors consider the accounting estimates and assumptions below to be its critical accounting estimates and judgements:

Going Concern

The company has financial resources available which the directors believe will enable the company to manage its business risks successfully.

The directors have a reasonable expectation that the company has adequate resources to meet its obligations for a period of at least 12 months from the date of approval of the financial statements, and to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Impairment of trade debtors

The company trades with a varied number of customers on credit terms. Some debts due will not be paid through the default of a small number of customers. The company uses estimates based on historical experience and current information in determining the level of debts for which an impairment charge is required. The level of impairment required is reviewed on an ongoing basis. The total amount of trade debtors is £804,434 (2022: £1,288,067).

Impairment of current asset investments

The company makes distribution advances and undertakes the costs of promotion and advertising in respect of films for which it is appointed as distributor. These advances and costs are recoverable by the company from the revenues received from the exploitation of these films. Consequently, recovery of advances and costs are dependent on the successful exploitation of these films.The company uses estimates based on historical experience and current information in determining the level of investments for which an impairment charge is required. The level of impairment required is reviewed on an ongoing basis.

The total amount of current asset investments is £4,379,737 (2022: £2,345,180).

Useful Lives of tangible fixed assets

Short-lived assets comprising primarily of computer equipment represent a significant portion of tangible fixed assets. The annual depreciation and amortisation charge depends primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of residual values. The directors regularly review these useful lives and change them if necessary to reflect current conditions. In determining these useful lives management consider technological change, patterns of consumption, physical condition and expected economic utilisation of the assets. Changes in the useful lives can have a significant impact on the depreciation and amortisation charge for the financial year. The net book value of Tangible Fixed Assets subject to depreciation at the financial year end date was £4,867 (2022: £11,534).

Financial instruments

The company only enters into basic financial instrument 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, loans to related parties and investments in ordinary shares.

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 in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

·at fair value with changes recognised in the Statement of Comprehensive Income if the shares are publicly traded or their fair value can otherwise be measured reliably;

·at cost less impairment for all other investments.

Financial assets that are measured at cost and amortised cost 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 measured 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 less 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 balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet 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 and settle the liability simultaneously.

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 income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Turnover

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the

company and the revenue can be reliably measured. Revenue is measured as the fair value of the

consideration received, excluding discounts, rebates, value added tax and other sales taxes.

Turnover comprises:

- revenues and profit shares receivable in respect of the commercial exploitation of film titles, after the recoupment of up-front equity positions; and

- fees and commissions receivable for the provision of distribution services on film titles.

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 provided at the following annual rates in order to write off the cost, less any estimated residual value, of each asset at the following annual rates:

Furniture and fittings - 5 years straight line

Computer equipment - 5 years straight line

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 profit or loss.

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.

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 currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Current asset investments

Current asset investments comprising short-term recoverable advances in respect of distribution and related costs for films for which the company is appointed as distributor, 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.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 14 (2022 - 14 ) .

4.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

£

£

COST

At 1 April 2022

14,540

37,335

51,875

Additions

-

800

800

At 31 March 2023

14,540

38,135

52,675

DEPRECIATION

At 1 April 2022

14,700

25,641

40,341

Charge for year

315

7,627

7,942

Charge written back

(475

)

-

(475

)

At 31 March 2023

14,540

33,268

47,808

NET BOOK VALUE

At 31 March 2023

-

4,867

4,867

At 31 March 2022

(160

)

11,694

11,534

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Trade debtors

804,434

1,288,067

Amounts owed by group undertakings

98,970

-

Other debtors

217,929

-

Rechargeable costs

2,399

2,855

Amount owed by related party

-

10,968

Directors' current accounts

1,444

815

Deferred tax asset

-

36,931

Accrued income

1,381,870

412,369

2,507,046

1,752,005

6.	CURRENT ASSET INVESTMENTS

2023

2022

£

£

Recoupable advances

4,379,737

2,345,180

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2022

£

£

Bank loans and overdrafts

1,666,355

237,740

Trade creditors

856,395

851,691

Amounts owed to group undertakings

2,249,054

2,699,054

Tax

101,579

-

Social security and other taxes

23,194

22,423

VAT

123,307

55,498

Other creditors

6,219

4,965

Distributable receipts

1,225,860

646,484

Payroll control

-

1,613

Accruals and deferred income

-

42,773

Accrued expenses

77,000

102,010

Deferred income

89,141

-

6,418,104

4,664,251

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023

2022

£

£

Bank loans - 1-2 years

553,093

-

9.	SECURED DEBTS

The following secured debts are included within creditors:

2023

2022

£

£

Bank overdraft

-

240

Bank loans

2,219,448

237,500

2,219,448

237,740

Certain bank loans and overdrafts were secured by a debenture supported by fixed and floating charges over the assets of the company.

During the year, the remaining charges were satisfied and at the end of the year, the assets of the company were not subject to any charges or security.

10.	FINANCIAL INSTRUMENTS

The analysis of the carrying amounts of the financial instruments of the company required under section 11 of FRS 102 is as follows:

2023

2022

£

£

Financial assets that are debt instruments measured at amortised cost :

Trade debtors

804,434

1,288,067

Other debtors

217,970

-

Recoupable advances

4,379,737

2,345,180

Bank and cash

517,842

570,685

Financial liabilities measured at amortised cost :

Bank loans and overdrafts

2,219,448

237,740

Trade creditors

856,396

851,691

Amounts owed to parent company

2,249,052

2,699,054

Distributable receipts

1,225,860

646,484

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2022

value:

£

£

1

Ordinary

£1

1

1

10,000

A Ordinary

£0.01

100

100

10,000

B Ordinary

£0.01

100

100

201

201

12.

RESERVES

Retained

earnings

£

At 1 April 2022

14,952

Profit for the year

423,353

At 31 March 2023

438,305

13.	OTHER FINANCIAL COMMITMENTS

Operating lease commitments for which the company has an obligation after the year end are as follows:

Payable in the next 12 months -

£

Rent - premises 35,608

______

14.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to a director subsisted during the years ended 31 March 2023 and 31 March 2022:

2023

2022

£

£

R Preston

Balance outstanding at start of year

815

-

Amounts advanced

629

815

Amounts repaid

-

-

Amounts written off

-

-

Amounts waived

-

-

Balance outstanding at end of year

1,444

815

15.	RELATED PARTY DISCLOSURES

Veranding Limited - Parent undertaking

At the beginning of the year, the company owed an amount of £2,699,054 (2022: £2,699,054) to its parent undertaking, Veranding Limited.

During the period, Veranding Limited was repaid amounts totalling £450,000 (2022: £NIL) by the company.

The total amount owed at the period end amounted to £2,249,054 (2022: £2,699,054) and was unsecured, interest free and repayable on demand.

Vertigo Distribution Limited - Related company

During the year, the company received commissions amounting to £19,272 (2022:£22,108) from Vertigo Distribution Limited, a company related by commonality of some shareholders and directors.

Sunrise Films Limited - Group undertaking

At the beginning of the year, the company was owed an amount of £10,970 (2021: £10,378) by a fellow group undertaking, Sunrise Films Limited.

During the period, the company advanced further amounts totalling £88,001 (2022: £592) to Sunrise Films Limited.

The total amount owed at the period end amounted to £98,971 (2022: £10,970) and was unsecured, interest free and repayable on demand.

16.	ULTIMATE CONTROLLING PARTY

The controlling party is Veranding Limited.

The ultimate controlling party is NG and V Williams.