Territory Studio (Holdings) Limited
Annual Report and Financial Statements
For the Period ended 31 October 2023
Company Registration No. 10220073 (England and Wales)
Territory Studio (Holdings) Limited
Company Information
Directors
D A Sheldon-Hicks
N M Glover
Secretary
J Davey
Company number
10220073
Registered office
132-140 Goswell Road
Clerkenwell
London
England
EC1V 7DY
Auditor
Moore Kingston Smith LLP
Charlotte Building
17 Gresse Street
London
W1T 1QL
Territory Studio (Holdings) Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11 - 12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 42
Territory Studio (Holdings) Limited
Strategic Report
For the period ended 31 October 2023
Page 1

The reporting period is for the 18-month period from 1 May 2022 to 31 October 2023.

 

The company changed its accounting reference date from 30 April to 31 October with effect from the previous financial period ended 30 April 2022, with the prior period being for the 10-month period from 1 July 2021 to 30 April 2022.

 

The group was formed in October 2021, so the results for the group reported in the prior period consolidated profit and loss account are made up of the 6-month period from 1 November 2021 to 30 April 2022.

Fair review of the business

The company operates as a holding company for the group, incurring costs which are recharged to operating subsidiaries.

 

The group provides creative services and technological solutions to the entertainment industry and global brand clients. It is well diversified by providing a range of services to a broad international client base.

 

The group invested in senior talent and new studio facilities in London and San Francisco during the period to 31 October 2023 but also encountered challenging market conditions with inflationary pressures, adverse economic market forces and a writers and actors strike in the US. The investment, combined with that of prior periods, benefited the group in driving pro forma turnover growth of 40% (18 months to October 2023: £31,438,687, 6 months to April 2022: £6,250,457) but the results show an operating loss of £526,440 (6 months April 2022: operating profit of £152,757) from the impact of all factors.

 

During the period the group also acquired Cantina Creative LLC and Cantina Creative Canada ULC.

Principal risks and uncertainties

 

Technology risk

Operating within a technology-driven industry, the company must keep up to date with any such advances and continues to invest in researching and developing new production techniques and acquiring infrastructure to support this.

 

Market risk

The company’s markets continue to face challenges and business remains competitive. A diversified portfolio of services and clients remains critical to the company in managing this, alongside continuing investment in technology to remain competitive.

 

Liquidity risk

The company can experience significant cash flow movements due to the project nature of its revenue and the need for regular capital investment. This is mitigated by multiple projects at any time, with payment and delivery dates spread over the course of the year, and detailed cash flow forecasting.

 

Foreign exchange risk

The company has a wide geographical client base and therefore engages in transactions in multiple currencies. To reduce the exposure to fluctuation in foreign exchange rates the company regularly reviews its non-sterling currency balances and reviews appropriate hedging strategies.

Territory Studio (Holdings) Limited
Strategic Report (Continued)
For the period ended 31 October 2023
Page 2
Development and performance

 

Future outlook

 

Going into 2024, the group continues to work with major entertainment clients and large brands. There will continue to be a focus on operational efficiency, aimed at improving upon the negative EBITDA in the period to October 2023.

 

Going concern

 

The directors have prepared the financial statements on a going concern basis. In making this assessment, the directors have considered a wide range of factors, including current and anticipated trading performance, cash flow forecasts, and the availability of funding and financing facilities.

 

Post year end, the group secured debt finance of £2,200,000 and the directors have also received sufficient confirmation and assurances that the group companies will not demand repayment of the intercompany loan balances for a period of at least 12 months from the date of signing of these accounts and that the parent company will provide any further financial support required to the company in order to enable it to continue to trade and to meet its liabilities as they fall due.

Key performance indicators

Key performance indicators for the group are:

 

On behalf of the board

N M Glover
Director
8 July 2024
2024-07-08
Territory Studio (Holdings) Limited
Directors' Report
For the period ended 31 October 2023
Page 3

The directors present their annual report and financial statements for the Period ended 31 October 2023.

Principal activities

The principal activity of the group continued to be that of digital creative and production services.

Directors

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

D A Sheldon-Hicks
N M Glover
Results and dividends

Ordinary dividends were paid amounting to £85,450 (2022: £1,100,378). The directors do not recommend payment of a further dividend.

Auditor

Moore Kingston Smith LLP were appointed as auditor to the company 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 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
N M Glover
Director
8 July 2024
Territory Studio (Holdings) Limited
Directors' Responsibilities Statement
For the period ended 31 October 2023
Page 4

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:

 

 

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.

Territory Studio (Holdings) Limited
Independent Auditor's Report
To the Members of Territory Studio (Holdings) Limited
Page 5
Opinion

We have audited the financial statements of Territory Studio (Holdings) Limited (the 'parent company') and its subsidiaries (the 'group') for the Period ended 31 October 2023 which comprise the Group Profit And Loss Account, the Group Statement of Comprehensive Income, 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 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:

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 group and parent 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 group's and parent 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.

 

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 course of 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.

Territory Studio (Holdings) Limited
Independent Auditor's Report (Continued)
To the Members of Territory Studio (Holdings) Limited
Page 6

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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 their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

 

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:

 

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

Territory Studio (Holdings) Limited
Independent Auditor's Report (Continued)
To the Members of Territory Studio (Holdings) Limited
Page 7
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.

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

 

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.

 

Territory Studio (Holdings) Limited
Independent Auditor's Report (Continued)
To the Members of Territory Studio (Holdings) Limited
Page 8

Explanation as to what extent the audit was considered capable of detecting irregularities, including

fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities,

including fraud is detailed below.

 

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

 

Our approach was as follows:

Ÿ

 

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party 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.

Jonathan Dawson (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
8 July 2024
Chartered Accountants
Statutory Auditor
Charlotte Building
17 Gresse Street
London
W1T 1QL
Territory Studio (Holdings) Limited
Group Profit and Loss Account
For the period ended 31 October 2023
Page 9
18 months
10 months
ended
ended
31 October
30 April
31 October 2023
2022
Notes
£
£
Turnover
3
31,438,687
6,250,457
Cost of sales
(8,266,888)
(2,049,164)
Gross profit
23,171,799
4,201,293
Administrative expenses
(23,701,349)
(4,048,536)
Other operating income
3,110
-
Operating (loss)/profit
4
(526,440)
152,757
Interest receivable and similar income
8
501
-
0
Interest payable and similar expenses
9
(402,074)
(80,224)
(Loss)/profit before taxation
(928,013)
72,533
Tax on (loss)/profit
10
199,285
(162,221)
Loss for the financial Period
(728,728)
(89,688)
Loss for the financial Period is attributable to:
- Owners of the parent company
(764,462)
(89,688)
- Non-controlling interests
35,734
-
(728,728)
(89,688)
Territory Studio (Holdings) Limited
Group Statement of Comprehensive Income
For the period ended 31 October 2023
Page 10
18 months
10 months
ended
ended
31 October
30 April
31 October 2023
2022
£
£
Loss for the Period
(728,728)
(89,688)
Other comprehensive income
Currency translation gain taken to retained earnings
29,805
60,970
Total comprehensive income for the Period
(698,923)
(28,718)
Total comprehensive income for the Period is attributable to:
- Owners of the parent company
(733,936)
(28,718)
- Non-controlling interests
35,013
-
(698,923)
(28,718)
Territory Studio (Holdings) Limited
Group Balance Sheet
As at 31 October 2023
Page 11
31 October 2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
924,338
10,000
Negative goodwill
11
(4,009,285)
(4,763,086)
Net goodwill
(3,084,947)
(4,753,086)
Other intangible assets
11
47,909
-
0
Total intangible assets
(3,037,038)
(4,753,086)
Tangible assets
12
2,460,285
381,540
Investments
13
29,080
20,000
(547,673)
(4,351,546)
Current assets
Debtors
17
5,008,614
2,868,780
Cash at bank and in hand
1,600,729
3,809,581
6,609,343
6,678,361
Creditors: amounts falling due within one year
18
(5,073,769)
(2,365,839)
Net current assets
1,535,574
4,312,522
Total assets less current liabilities
987,901
(39,024)
Creditors: amounts falling due after more than one year
19
(2,564,449)
(1,010,081)
Provisions for liabilities
Provisions
22
(271,595)
-
0
Deferred tax liability
23
-
0
(76,674)
(271,595)
(76,674)
Net liabilities
(1,848,143)
(1,125,779)
Capital and reserves
Called up share capital
26
3,317
3,317
Profit and loss reserves
(1,948,482)
(1,129,096)
Equity attributable to owners of the parent company
(1,945,165)
(1,125,779)
Non-controlling interests
97,022
-
(1,848,143)
(1,125,779)
Territory Studio (Holdings) Limited
Group Balance Sheet (Continued)
As at 31 October 2023
Page 12
The financial statements were approved by the board of directors and authorised for issue on 8 July 2024 and are signed on its behalf by:
08 July 2024
N M Glover
Director
Territory Studio (Holdings) Limited
Company Balance Sheet
As at 31 October 2023
31 October 2023
Page 13
31 October 2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
29,313
-
0
Tangible assets
12
1,597
-
0
Investments
13
728,766
9,106
759,676
9,106
Current assets
Debtors
17
686,370
2,517
Cash at bank and in hand
16,964
-
0
703,334
2,517
Creditors: amounts falling due within one year
18
(1,409,628)
(7,620)
Net current liabilities
(706,294)
(5,103)
Net assets
53,382
4,003
Capital and reserves
Called up share capital
26
3,317
3,317
Profit and loss reserves
50,065
686
Total equity
53,382
4,003

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 £134,829 (2022 - £1,101,064 profit).

The financial statements were approved by the board of directors and authorised for issue on 8 July 2024 and are signed on its behalf by:
08 July 2024
N M Glover
Director
Company Registration No. 10220073 (England and Wales)
Territory Studio (Holdings) Limited
Group Statement of Changes in Equity
For the period ended 31 October 2023
Page 14
Share capital
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
Balance at 1 July 2021
2,000
-
0
2,000
-
2,000
Period ended 30 April 2022:
Loss for the period
-
(89,688)
(89,688)
-
(89,688)
Other comprehensive income:
Currency translation differences
-
60,970
60,970
-
60,970
Total comprehensive income for the period
-
(28,718)
(28,718)
-
(28,718)
Issue of share capital
26
1,317
-
1,317
-
1,317
Dividends
-
(1,100,378)
(1,100,378)
-
(1,100,378)
Balance at 30 April 2022
3,317
(1,129,096)
(1,125,779)
-
0
(1,125,779)
Period ended 31 October 2023:
Loss for the period
-
(764,462)
(764,462)
35,734
(728,728)
Other comprehensive income:
Currency translation differences
-
29,805
29,805
-
29,805
Amounts attributable to non-controlling interests
-
721
721
(721)
-
Total comprehensive income for the period
-
(733,936)
(733,936)
35,013
(698,923)
Dividends
-
(85,450)
(85,450)
-
(85,450)
Acquisition of subsidiary
-
-
-
62,009
62,009
Balance at 31 October 2023
3,317
(1,948,482)
(1,945,165)
97,022
(1,848,143)
Territory Studio (Holdings) Limited
Company Statement of Changes in Equity
For the period ended 31 October 2023
Page 15
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 July 2021
2,000
-
0
2,000
Period ended 30 April 2022:
Profit and total comprehensive income for the period
-
1,101,064
1,101,064
Issue of share capital
26
1,317
-
1,317
Dividends
-
(1,100,378)
(1,100,378)
Balance at 30 April 2022
3,317
686
4,003
Period ended 31 October 2023:
Profit and total comprehensive income for the period
-
134,829
134,829
Dividends
-
(85,450)
(85,450)
Balance at 31 October 2023
3,317
50,065
53,382
Territory Studio (Holdings) Limited
Group Statement of Cash Flows
For the period ended 31 October 2023
Page 16
31 October 2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
2,692,218
1,287,408
Interest paid
(402,074)
(80,224)
Income taxes paid
(167,513)
(108,622)
Net cash inflow from operating activities
2,122,631
1,098,562
Investing activities
Purchase of intangible assets
(57,063)
-
Purchase of tangible fixed assets
(586,538)
(223,122)
Proceeds from disposal of tangible fixed assets
1,709
-
Purchase of subsidiaries, net of cash acquired
(1,640,374)
4,271,482
Interest received
501
-
0
Net cash (used in)/generated from investing activities
(2,281,765)
4,048,360
Financing activities
Proceeds from issue of shares
-
1,317
Repayment of bank loans
(1,651,089)
(299,250)
Payment of finance leases obligations
(342,984)
-
Dividends paid to equity shareholders
(85,450)
(1,100,378)
Net cash used in financing activities
(2,079,523)
(1,398,311)
Net (decrease)/increase in cash and cash equivalents
(2,238,657)
3,748,611
Cash and cash equivalents at beginning of Period
3,809,581
-
0
Effect of foreign exchange rates
29,805
60,970
Cash and cash equivalents at end of Period
1,600,729
3,809,581
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements
For the period ended 31 October 2023
Page 17
1
Accounting policies
Company information

Territory Studio (Holdings) Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 132-140 Goswell Road, Clerkenwell, London, England, EC1V 7DY.

 

The group consists of Territory Studio (Holdings) Limited and all of its subsidiaries.

1.1
Reporting period

The reporting period is that other than a year, covering the 18 month period from 1 May 2022 to 31 October 2023.

1.2
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 the revaluation of freehold properties and to include investment properties and 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:

 

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 18
1.3
Business combinations

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.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Territory Studio (Holdings) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 October 2023. 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.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 19
1.5
Going concern

Notwithstanding, the group made a loss during the period of £728,728 (2022: £89,688), at the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future.

Post year end, the group secured debt finance of £2,200,000 which resulted in a significant injection of cash into the group, please see note 27 for more details. As such the group cash flow forecasts prepared by the directors for a period of 12 months from the date of approval of these financial statements indicate that the group will continue to trade and generate cash from trading in 2024 and 2025.

The directors are committed to continue to grow the business globally and closely monitor business performance, 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 group 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.

1.6
Turnover

Turnover is in respect of the provision of services including fees, commissions and rechargeable expenses.

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, in relation to contractual hourly staff rates, freelancer costs 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 it is probable will be recovered.

1.7
Research and development expenditure

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

1.8
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 10 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.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 20
1.9
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

Software
3 years straight line
Development costs
3 years straight line
1.10
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 land and buildings
Over 7 years
Leasehold improvements
3 years straight line
Fixtures and fittings
3 years straight line
Computers
3 years 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.

1.11
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.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 21

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.

1.12
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.13
Cash and cash equivalents

Cash and cash equivalents 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.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 22
1.14
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.

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.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 23
Basic financial 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.

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 through 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.

1.15
Equity instruments

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

1.16
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.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 24
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.

1.17
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.18
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.

1.19
Retirement benefits

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

1.20
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to the statement of comprehensive income over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each statement of financial position date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
1
Accounting policies
(Continued)
Page 25

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the company keeping the scheme open or the employee maintaining any contributions required by the scheme).

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the statement of comprehensive income over the remaining vesting period.

 

Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of goods and services received.

1.21
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss 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 leased asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 26
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 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, in relation to contractual hourly staff rates, freelancer costs 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 it is probable will be recovered.

Depreciation rates

The annual depreciation charge for property, plant and equipment is sensitive to changes in the

estimated useful economic lives and residual values of the assets. The useful economic lives and

residual values are re-assessed annually. They are amended when necessary to reflect current

estimates, based on technological advancement, future investments, economic utilisation and the

physical condition of the assets.

Dilapidations

Provisions have been made for dilapidations. This provision is an estimate and the actual cost and timing of future cash flows are dependent on future events. The difference between expectations and the actual future liability will be accounted for in the period when such determination is made.

Share based payments

Judgement and estimation is required in determining the fair value of shares at the date of award. The fair value is estimated using valuation techniques which take into account the awards’ term, the risk-free interest rate and the expected volatility of the market price of the Company’s shares. Details of share-based payments and the assumptions applied are disclosed in note 23

Deferred consideration

Management judgement and estimation is required in determining the fair value of future earn out payments relating to deferred consideration on the acquisition of a subsidiary during the year. The fair value is estimated using various assumptions on future growth and trading performance of the overseas subsidiary, with the total deferred consideration being split between creditors due within one year and more than one year.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 27
3
Turnover and other revenue
31 October 2023
2022
£
£
Turnover analysed by geographical market
UK
8,875,421
2,672,071
North America
21,428,699
2,931,691
Asia
49,183
418,760
Europe
1,085,384
225,720
Other
-
2,215
31,438,687
6,250,457
31 October 2023
2022
£
£
Other revenue
Interest income
501
-
4
Operating (loss)/profit
31 October 2023
2022
£
£
Operating (loss)/profit for the period is stated after charging/(crediting):
Exchange losses
19,955
-
Depreciation of owned tangible fixed assets
509,397
118,571
Depreciation of tangible fixed assets held under finance leases
403,992
-
Amortisation of intangible assets
156,811
1,000
Release of negative goodwill
(753,801)
(248,521)
Operating lease charges
1,861,280
176,672
5
Auditor's remuneration
31 October 2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
43,000
-
Audit of the financial statements of the company's subsidiaries
137,000
-
180,000
-
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 28
6
Employees

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

Group
Company
31 October 2023
2022
31 October 2023
2022
Number
Number
Number
Number
Admin
39
18
10
-
Production
96
53
-
-
Total
135
71
10
-
0
Group
Company
31 October 2023
2022
31 October 2023
2022
£
£
£
£
Wages and salaries
13,599,914
2,686,560
-
0
-
0
Social security costs
1,191,012
261,470
-
-
Pension costs
252,694
53,351
-
0
-
0
15,043,620
3,001,381
-
0
-
0
7
Directors' remuneration
31 October 2023
2022
£
£
Remuneration for qualifying services
200,536
-
Company pension contributions to defined contribution schemes
5,407
-
205,943
-

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2022 - 0).

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
7
Directors' remuneration
(Continued)
Page 29
Remuneration disclosed above includes the following amounts paid to the highest paid director:
31 October 2023
2022
£
£
Remuneration for qualifying services
138,728
-
Company pension contributions to defined contribution schemes
3,720
-
8
Interest receivable and similar income
31 October 2023
2022
£
£
Interest income
Interest on bank deposits
501
-
0
9
Interest payable and similar expenses
31 October 2023
2022
£
£
Interest on bank overdrafts and loans
402,074
80,224
10
Taxation
31 October 2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
(286,961)
162,221
Foreign current tax on profits for the current period
164,350
-
0
Total current tax
(122,611)
162,221
Deferred tax
Origination and reversal of timing differences
(76,674)
-
0
Total tax (credit)/charge
(199,285)
162,221
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
10
Taxation
(Continued)
Page 30

The actual (credit)/charge for the Period can be reconciled to the expected (credit)/charge for the Period based on the profit or loss and the standard rate of tax as follows:

31 October 2023
2022
£
£
(Loss)/profit before taxation
(928,013)
72,533
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 21.34% (2022: 19.00%)
(198,038)
13,781
Tax effect of expenses that are not deductible in determining taxable profit
159,514
-
0
Effect of change in corporation tax rate
(1,099)
-
Permanent capital allowances in excess of depreciation
(171)
-
Depreciation on assets not qualifying for tax allowances
157,151
31,946
Amortisation on assets not qualifying for tax allowances
(137,567)
248,521
Research and development tax credit
(42,807)
(230,750)
Other non-reversing timing differences
-
0
(64,248)
Dividend income
(54,059)
-
Foreign exchange differences
(59,816)
121,281
Deferred tax
(76,674)
-
0
Tax not recognised
16,230
-
0
Adjustment to losses
(3,559)
-
0
Other movements
41,610
41,690
Taxation (credit)/charge
(199,285)
162,221
11
Intangible fixed assets
Group
Goodwill
Negative goodwill
Software
Development costs
Total
£
£
£
£
£
Cost
At 1 May 2022
11,000
(5,011,607)
-
0
-
0
(5,000,607)
Additions - separately acquired
-
0
-
0
27,750
29,313
57,063
Additions - business combinations
1,066,442
-
0
-
0
-
0
1,066,442
Exchange adjustments
(4,869)
-
0
-
0
-
0
(4,869)
At 31 October 2023
1,072,573
(5,011,607)
27,750
29,313
(3,881,971)
Amortisation and impairment
At 1 May 2022
1,000
(248,521)
-
0
-
0
(247,521)
Amortisation charged for the Period
147,657
(753,801)
9,154
-
0
(596,990)
Exchange adjustments
(422)
-
0
-
0
-
0
(422)
At 31 October 2023
148,235
(1,002,322)
9,154
-
0
(844,933)
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
11
Intangible fixed assets
(Continued)
Page 31
Carrying amount
At 31 October 2023
924,338
(4,009,285)
18,596
29,313
(3,037,038)
At 30 April 2022
10,000
(4,763,086)
-
0
-
0
(4,753,086)
Company
Development costs
£
Cost
At 1 May 2022
-
0
Additions
29,313
At 31 October 2023
29,313
Amortisation and impairment
At 1 May 2022 and 31 October 2023
-
0
Carrying amount
At 31 October 2023
29,313
At 30 April 2022
-
0
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 32
12
Tangible fixed assets
Group
Leasehold land and buildings
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 May 2022
9,515
-
0
23,791
467,351
500,657
Additions
702,428
-
0
1,194,024
1,035,152
2,931,604
Business combinations
-
0
9,008
-
0
51,603
60,611
Disposals
-
0
-
0
(88,863)
(25,742)
(114,605)
Exchange adjustments
-
0
(47)
977
1,776
2,706
At 31 October 2023
711,943
8,961
1,129,929
1,530,140
3,380,973
Depreciation and impairment
At 1 May 2022
6,343
-
0
8,351
104,423
119,117
Depreciation charged in the Period
146,587
2,429
265,215
499,158
913,389
Eliminated in respect of disposals
-
0
-
0
(88,862)
(23,807)
(112,669)
Exchange adjustments
-
0
(8)
469
390
851
At 31 October 2023
152,930
2,421
185,173
580,164
920,688
Carrying amount
At 31 October 2023
559,013
6,540
944,756
949,976
2,460,285
At 30 April 2022
3,172
-
0
15,440
362,928
381,540
Company
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 May 2022
-
0
-
0
-
0
Additions
1,427
1,478
2,905
At 31 October 2023
1,427
1,478
2,905
Depreciation and impairment
At 1 May 2022
-
0
-
0
-
0
Depreciation charged in the Period
1,308
-
0
1,308
At 31 October 2023
1,308
-
0
1,308
Carrying amount
At 31 October 2023
119
1,478
1,597
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
12
Tangible fixed assets
(Continued)
Page 33

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Group
Company
31 October 2023
2022
31 October 2023
2022
£
£
£
£
Fixtures and fittings
923,833
-
0
-
0
-
0
Computers
762,526
-
0
-
0
-
0
1,686,359
-
-
-

As at 31 October 2023 depreciation charged on assets held under finance leases or hire purchase contracts totaled £403,992 (2022: £nil).

13
Fixed asset investments
Group
Company
31 October 2023
2022
31 October 2023
2022
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
728,766
9,106
Unlisted investments
29,080
20,000
-
0
-
0
29,080
20,000
728,766
9,106
Movements in fixed asset investments
Group
Investments
£
Cost or valuation
At 1 May 2022
20,000
Acquired through business combination
9,080
At 31 October 2023
29,080
Carrying amount
At 31 October 2023
29,080
At 30 April 2022
20,000
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
13
Fixed asset investments
(Continued)
Page 34
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2022
9,106
Additions
719,660
At 31 October 2023
728,766
Carrying amount
At 31 October 2023
728,766
At 30 April 2022
9,106
14
Acquisition of a business

In May 2022, Territory Studio (Holdings) Limited acquired 90% of the share capital of Territory Studio Group CC Holdings Inc for par value plus acquisition costs. Subsequently, in June 2022, Territory Studio Group CC Holdings Inc acquired 100% of the share capital of Cantina Creative LLC and Cantina Creative Canada ULC.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
60,611
-
60,611
Investments
9,080
-
9,080
Trade and other receivables
1,022,750
-
1,022,750
Cash and cash equivalents
446,315
-
446,315
Trade and other payables
(442,589)
-
(442,589)
Tax liabilities
(59,301)
-
(59,301)
Total identifiable net assets
1,036,866
-
1,036,866
Goodwill
1,066,442
Total consideration
2,103,308
The consideration was satisfied by:
£
Cash
676,171
Deferred consideration
1,298,817
Acquisition costs
128,320
2,103,308
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
14
Acquisition of a business
(Continued)
Page 35
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
5,240,728
Profit after tax
357,340

On 13 October 2021, Territory Studio (Holdings) Limited acquired 100% of the share capital of Territory Studio Limited, Territory Studio Ireland Limited and Territory Studio Inc for par value.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
11,000
-
11,000
Property, plant and equipment
274,737
-
274,737
Investments
20,000
-
20,000
Trade and other receivables
4,683,055
-
4,683,055
Cash and cash equivalents
4,279,658
-
4,279,658
Borrowings
(1,951,239)
-
(1,951,239)
Trade and other payables
(2,273,323)
-
(2,273,323)
Provisions
(24,105)
-
(24,105)
Total identifiable net assets
5,019,783
-
5,019,783
Goodwill
(5,011,607)
Total consideration
8,176
The consideration was satisfied by:
£
Cash
8,176
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
6,250,457
Profit after tax
14,628
15
Subsidiaries

Details of the company's subsidiaries at 31 October 2023 are as follows:

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
15
Subsidiaries
(Continued)
Page 36
Name of undertaking
Address
Class of
% Held
shares held
Direct
Indirect
Territory Studio Limited
1
Ordinary
100
-
Territory Studio Ireland Limited
2
Ordinary
-
100
Territory Studio Inc.
3
Ordinary
100
-
Territory Studio Germany GmbH
4
Ordinary
100
-
Territory Studio Spain SL.
5
Ordinary
100
-
Territory Studio Canada Inc.
6
Ordinary
100
-
Territory Group CC Holdings Inc.
7
Ordinary
90
-
Cantina Creative LLC.
8
Ordinary
-
90
Cantina Creative Canada ULC.
9
Ordinary
-
90

Registered office addresses (all UK unless otherwise indicated):

1
132-140 Goswell Road, Clerkenwell, London, England, EC1V 7DY
2
99 St Stephen's Green, Dublin 2 ,Dublin, Ireland
3
330 Fell St, San Francisco, CA 94102, USA
4
District Court, Augsburg, HRB 37851, Germany
5
Calle Santalo, Numero 10, 1ro, Barcelona 08021, Spain
6
400-725 Granville Street, Vancouver, BC, V7Y 1G5, Canada
7
1209 Orange Street, Wilmington, County of Newcastle, Delware 19801, USA
8
5410 Wilshire Blvd, Ste 500, Los Angeles, CA 90036, USA
9
300-1062 Homer Street, Vancouver, BC, V6B 2W9, Canada
16
Associates

Details of associates at 31 October 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Territory Games Limited
132-140 Goswell Road, Clerkenwell, London, England, EC1V 7DY
Ordinary
49
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 37
17
Debtors
Group
Company
31 October 2023
2022
31 October 2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,152,524
1,784,449
20,838
300
Corporation tax recoverable
253,898
23,075
-
0
-
0
Amounts owed by group undertakings
-
-
245,755
-
Other debtors
1,008,416
85,267
419,777
2,217
Prepayments and accrued income
1,593,776
975,989
-
0
-
0
5,008,614
2,868,780
686,370
2,517
18
Creditors: amounts falling due within one year
Group
Company
31 October 2023
2022
31 October 2023
2022
Notes
£
£
£
£
Bank loans
20
-
0
641,008
-
0
-
0
Obligations under finance leases
21
441,527
-
0
-
0
-
0
Trade creditors
1,348,637
606,234
1,792
-
0
Amounts owed to group undertakings
-
0
-
0
1,216,176
7,620
Other taxation and social security
536,169
276,122
133,749
-
Other creditors
449,874
11,368
6,411
-
0
Accruals and deferred income
2,297,562
831,107
51,500
-
0
5,073,769
2,365,839
1,409,628
7,620
19
Creditors: amounts falling due after more than one year
Group
Company
31 October 2023
2022
31 October 2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
20
-
0
1,010,081
-
0
-
0
Obligations under finance leases
21
1,560,555
-
0
-
0
-
0
Other creditors
1,003,894
-
0
-
0
-
0
2,564,449
1,010,081
-
-
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 38
20
Loans and overdrafts
Group
Company
31 October 2023
2022
31 October 2023
2022
£
£
£
£
Bank loans
-
0
1,651,089
-
0
-
0
Payable within one year
-
0
641,008
-
0
-
0
Payable after one year
-
0
1,010,081
-
0
-
0

The prior year balance represents the CBILs loan creditor balance which was paid off in full during the period.

21
Finance lease obligations
Group
Company
31 October 2023
2022
31 October 2023
2022
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
441,527
-
0
-
0
-
0
In two to five years
1,560,555
-
0
-
0
-
0
2,002,082
-
-
-

 

22
Provisions for liabilities
Group
Company
31 October 2023
2022
31 October 2023
2022
£
£
£
£
Dilapidations
271,595
-
-
-
Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 39
23
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
31 October 2023
2022
31 October 2023
2022
Group
£
£
£
£
Accelerated capital allowances
422,313
76,674
-
-
Tax losses
-
-
422,313
-
422,313
76,674
422,313
-
The company has no deferred tax assets or liabilities.
24
Retirement benefit schemes
31 October 2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
252,694
53,351

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.

25
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
31 October 2023
2022
31 October 2023
2022
Number
Number
£
£
Outstanding at 1 May 2022
-
-
-
-
Granted
2,106,100
-
-
-
Outstanding at 31 October 2023
2,106,100
-
-
-
Exercisable at 31 October 2023
-
-
-
-

The options outstanding at 31 October 2023 had an exercise price of £0.0001, and a remaining contractual life of 10 years. The calculated charge to the Profit and Loss account in respect of the unvested options is trivial and has therefore not been included in these financial statements.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
25
Share-based payment transactions
(Continued)
Page 40
Group and company

The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).

 

The expected life used in the model has been adjusted, based on management’s best estimate, for the effect of non-transferability, exercise restrictions, and behavioural considerations.

 

Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date.

26
Share capital
Group and company
31 October 2023
2022
31 October 2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A shares of 0.01p each
3,000,000
3,000,000
300
300
B shares of 0.01p each
2,000,000
2,000,000
200
200
C shares of 0.01p each
3,170,000
3,170,000
317
317
D shares of £1 each
2,000
2,000
2,000
2,000
E shares of 0.01p each
5,000,000
5,000,000
500
500
13,172,000
13,172,000
3,317
3,317

Voting: The A, B, C, D, E, classes of ordinary share capital entitle the holders to receive notice of, attend and vote at general meetings.

 

Dividends: The directors of the company shall declare and/or distribute dividends in respect of the A, B, C, D, E, shares. Dividends are determined, at the absolute discretion of the directors, from the available profits.

 

Liquidation: Preference and exit provisions on a return of assets on liquidation, capital reduction or otherwise (other than conversion, redemption or purchase of shares). The assets of the company remaining after payment of it's liabilities shall be applied in paying first to the holders of the A shares as a class an amount which shall not, in aggregate, exceed £900,000. Second in paying to the holders of the B shares as a class and amount which shall not, in aggregate, exceed £1,435,608. Third in paying to the holders of the C shares as a class and amount which shall not, in aggregate, exceed £3,464,194. Fourth in paying to the holders of the D shares as a class and amount which shall not, in aggregate, exceed £3,599,194. Fifth any surplus above the sum of £3,599,194 to the holders of the E shares as a class.

 

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 41
27
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
31 October 2023
2022
31 October 2023
2022
£
£
£
£
Within one year
1,014,523
22,022
-
-
Between two and five years
3,821,418
-
-
-
In over five years
4,110,713
-
-
-
8,946,654
22,022
-
-
28
Events after the reporting date

In March 2024, the company secured £2,200,000 of debt funding from Claret European Specialty Lending Company III S.A.R.L (Claret) via a secured loan agreement. Interest will be charged on this loan at 12.5% per annum.

 

Claret secured monies due to them by way of a fixed and floating charges over the group and its assets.

29
Related party transactions

Territory Studio (Holdings) Limited has taken the exemption to disclose related party transactions under the same 100% control in accordance with FRS102 - Section 33 "Related Party Disclosures" paragraph 33.7.

 

At the year end, a debtor balance was owed from the directors of £403,115 (2022: £646) in relation to monies owed to the company.

 

During the period, sales of £179,909 (2022: £134,320) and purchases of £463 (2022: £nil) were made from New Territory Design Limited, a related party by virtue of common control and directorship. At the year end a balance of £20,838 (2022: £32,742) was owed from New Territory Design Limited.

30
Controlling party

The ultimate controlling parties are N Glover and D Sheldon-Hicks by virtue of their majority shareholding in Territory Studio (Holdings) Limited.

Territory Studio (Holdings) Limited
Notes to the Group Financial Statements (Continued)
For the period ended 31 October 2023
Page 42
31
Cash generated from group operations
31 October 2023
2022
£
£
Loss for the Period after tax
(728,728)
(89,688)
Adjustments for:
Taxation (credited)/charged
(199,285)
162,221
Finance costs
402,074
80,224
Investment income
(501)
-
0
Loss on disposal of tangible fixed assets
227
-
Amortisation and impairment of intangible assets
(596,990)
(247,521)
Depreciation and impairment of tangible fixed assets
915,981
116,319
Increase in provisions
278,440
-
Movements in working capital:
(Increase)/decrease in debtors
(832,450)
1,838,350
Increase/(decrease) in creditors
3,453,450
(572,497)
Cash generated from operations
2,692,218
1,287,408
32
Analysis of changes in net funds/(debt) - group
1 May 2022
Cash flows
New finance leases
Exchange rate movements
31 October 2023
£
£
£
£
£
Cash at bank and in hand
3,809,581
(2,238,657)
-
29,805
1,600,729
Borrowings excluding overdrafts
(1,651,089)
1,651,089
-
-
-
Obligations under finance leases
-
342,984
(2,345,066)
-
(2,002,082)
2,158,492
(244,584)
(2,345,066)
29,805
(401,353)
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