Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31false32022-12-28falsePublishing of computer gamesfalsetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 14559649 2022-12-27 14559649 2022-12-28 2023-12-31 14559649 2022-01-01 2022-12-27 14559649 2023-12-31 14559649 1 2022-12-28 2023-12-31 14559649 d:Director1 2022-12-28 2023-12-31 14559649 c:OfficeEquipment 2022-12-28 2023-12-31 14559649 c:OfficeEquipment 2023-12-31 14559649 c:OfficeEquipment c:OwnedOrFreeholdAssets 2022-12-28 2023-12-31 14559649 c:OtherPropertyPlantEquipment 2022-12-28 2023-12-31 14559649 c:OtherPropertyPlantEquipment 2023-12-31 14559649 c:OtherPropertyPlantEquipment c:OwnedOrFreeholdAssets 2022-12-28 2023-12-31 14559649 c:OwnedOrFreeholdAssets 2022-12-28 2023-12-31 14559649 c:CopyrightsPatentsTrademarksServiceOperatingRights 2023-12-31 14559649 c:ComputerSoftware 2023-12-31 14559649 c:OtherResidualIntangibleAssets 2022-12-28 2023-12-31 14559649 c:CurrentFinancialInstruments 2023-12-31 14559649 c:Non-currentFinancialInstruments 2023-12-31 14559649 c:CurrentFinancialInstruments c:WithinOneYear 2023-12-31 14559649 c:Non-currentFinancialInstruments c:AfterOneYear 2023-12-31 14559649 c:Non-currentFinancialInstruments c:BetweenOneTwoYears 2023-12-31 14559649 c:Non-currentFinancialInstruments c:BetweenTwoFiveYears 2023-12-31 14559649 c:ShareCapital 2023-12-31 14559649 c:RetainedEarningsAccumulatedLosses 2023-12-31 14559649 c:AcceleratedTaxDepreciationDeferredTax 2023-12-31 14559649 c:TaxLossesCarry-forwardsDeferredTax 2023-12-31 14559649 c:RetirementBenefitObligationsDeferredTax 2023-12-31 14559649 d:FRS102 2022-12-28 2023-12-31 14559649 d:AuditExemptWithAccountantsReport 2022-12-28 2023-12-31 14559649 d:FullAccounts 2022-12-28 2023-12-31 14559649 d:PrivateLimitedCompanyLtd 2022-12-28 2023-12-31 14559649 c:CopyrightsPatentsTrademarksServiceOperatingRights c:ExternallyAcquiredIntangibleAssets 2022-12-28 2023-12-31 14559649 c:ComputerSoftware c:ExternallyAcquiredIntangibleAssets 2022-12-28 2023-12-31 14559649 2 2022-12-28 2023-12-31 14559649 4 2022-12-28 2023-12-31 14559649 6 2022-12-28 2023-12-31 14559649 c:ExternallyAcquiredIntangibleAssets 2022-12-28 2023-12-31 14559649 c:CopyrightsPatentsTrademarksServiceOperatingRights c:OwnedIntangibleAssets 2022-12-28 2023-12-31 14559649 c:ComputerSoftware c:OwnedIntangibleAssets 2022-12-28 2023-12-31 14559649 e:USDollar 2022-12-28 2023-12-31 iso4217:GBP xbrli:pure

Registered number: 14559649










VOLDEX ENTERTAINMENT LIMITED








UNAUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
VOLDEX ENTERTAINMENT LIMITED
 
 
  
CHARTERED ACCOUNTANTS' REPORT TO THE DIRECTOR ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF VOLDEX ENTERTAINMENT LIMITED
FOR THE PERIOD ENDED 31 DECEMBER 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Voldex Entertainment Limited for the period ended 31 December 2023 which comprise  the Balance Sheet and the related notes from the Company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW)we are subject to its ethical and other professional requirements which are detailed at https://www.icaew.com /regulation.

This report is made solely to the director of Voldex Entertainment Limited in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Voldex Entertainment Limited and state those matters that we have agreed to state to the director of Voldex Entertainment Limited in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Voldex Entertainment Limited and its director for our work or for this report. 

It is your duty to ensure that Voldex Entertainment Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Voldex Entertainment Limited. You consider that Voldex Entertainment Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or review of the financial statements of Voldex Entertainment Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

  



MHA
Chartered Accountants
Victoria Court
17-21 Ashford Road
Maidstone
ME14 5DA
19 February 2025
Page 1

 
VOLDEX ENTERTAINMENT LIMITED
REGISTERED NUMBER: 14559649

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
$

Fixed assets
  

Intangible assets
 4 
10,970,713

Tangible assets
 5 
34,681

Investments
 6 
2

  
11,005,396

Current assets
  

Debtors: amounts falling due within one year
 7 
3,415,188

Cash at bank and in hand
  
494,806

  
3,909,994

Creditors: amounts falling due within one year
 8 
(5,728,779)

Net current (liabilities)/assets
  
 
 
(1,818,785)

Total assets less current liabilities
  
9,186,611

Creditors: amounts falling due after more than one year
 9 
(3,510,583)

  

Net assets
  
5,676,028


Capital and reserves
  

Called up share capital 
  
1

Profit and loss account
  
5,676,027

  
5,676,028


Page 2

 
VOLDEX ENTERTAINMENT LIMITED
REGISTERED NUMBER: 14559649
    
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023

The director considers that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A Singer
Director

Date: 19 February 2025

The notes on pages 4 to 14 form part of these financial statements.

Page 3

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Voldex Entertainment Limited is a private company, limited by shares, incorporated in England and Wales in the United Kingdom. The registered office address of the Company is DUO, Level 6, 280 Bishopsgate, London, United Kingdom, EC2M 4RB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

 
2.2

Going concern

The Company balance sheet shows a net current liabilities position of £1,818,785, however it is currently in the very early stages of its business model and has the support of its parent company and investors during this phase. Based on the commitment of investors and having regard to the resources available to the entity, the director has concluded that they can adopt the going concern basis in preparing the accounts.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is USD, and all amounts presented in these financial statements are rounded to the nearest $1.

Transactions and balances

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

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 4

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is generated by the Company through various computer game platforms which collect and receive money from customers (or users) who are interacting with those games.  The revenue due to the Company is only 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 or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Finance costs

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

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.8

Pensions

Defined contribution pension plan

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

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 5

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life except for Robux funds. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Computer games and intellectual property
-
1-6 years

Robux (R$) is the currency used in the Roblox game.  It appears to meet the definition of an identifiable non-monetary asset without physical substance.  Robux is measured by the Company using the revaluation model (using the current exchange rate set at $0.0035 per R$) and is not amortised, which is a departure from the FRS 102 accounting standards, using the true and fair override.

Page 6

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.12

Tangible fixed assets

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

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

The estimated useful lives range as follows:

Office equipment
-
3
year straight-line
Other fixed assets
-
3
year 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.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.14

Debtors

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

 
2.15

Cash and cash equivalents

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

 
2.16

Creditors

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

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Page 7

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.


3.


Employees

The average monthly number of employees, including directors, during the period was 3.

Page 8

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

4.


Intangible assets



Robux
Computer games and intellectual property
Total

$
$
$



Cost


Additions
731,048
13,379,557
14,110,605



At 31 December 2023

731,048
13,379,557
14,110,605



Amortisation


Charge for the period on owned assets
-
3,139,892
3,139,892



At 31 December 2023

-
3,139,892
3,139,892



Net book value



At 31 December 2023
731,048
10,239,665
10,970,713




5.


Tangible fixed assets





Office equipment
Other fixed assets
Total

$
$
$



Cost or valuation


Additions
32,111
10,000
42,111



At 31 December 2023

32,111
10,000
42,111



Depreciation


Charge for the period on owned assets
4,374
3,056
7,430



At 31 December 2023

4,374
3,056
7,430



Net book value



At 31 December 2023
27,737
6,944
34,681

Page 9

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Fixed asset investments





Investments in subsidiary companies

$



Cost or valuation


Additions
2



At 31 December 2023
2





7.


Debtors

2023
$


Trade debtors
17,681

Amounts owed by group undertakings
1,831,367

Other debtors
6,721

Prepayments and accrued income
481,631

Deferred taxation
1,077,788

3,415,188


Page 10

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Creditors: Amounts falling due within one year

2023
$

Bank overdrafts
23,669

Bank loans
4,846,837

Trade creditors
15,735

Amounts owed to group undertakings
259,936

Accruals and deferred income
582,602

5,728,779


The following liabilities were secured:

2023
$



Bank loans
4,846,837

4,846,837

Details of security provided:

There is a fixed charge over the shareholding in 1000299776 Ontario Inc, a subsidiary company incorporated in Canada, by the Silicon Valley Bank, a division of First-Citizen Bank & Trust Company. There is also a negative pledge over the shareholding.
There is a fixed charge over the intellectual property, including trademarks, owned by the Company, by the Silicon Valley Bank. There is also a negative pledge over the intellectual property.
There is a fixed charge over the bank accounts, intellectual property, including trademarks, and the shareholding in 1000299776 Ontario Inc, a subsidiary incorporated in Canada, by the Silicon Valley Bank.  There is also a floating charge over the Company undertaking and all its present and future assets by the Silicon Valley Bank.  There is also a negative pledge over those security assets.

Page 11

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Creditors: Amounts falling due after more than one year

2023
$

Bank loans
3,510,583

3,510,583


The following liabilities were secured:

2023
$



Bank loans
3,510,583

3,510,583

Details of security provided:

There is a fixed charge over the shareholding in 1000299776 Ontario Inc, a subsidiary company incorporated in Canada, by the Silicon Valley Bank, a division of First-Citizen Bank & Trust Company. There is also a negative pledge over the shareholding.
There is a fixed charge over the intellectual property, including trademarks, owned by the Company, by the Silicon Valley Bank. There is also a negative pledge over the intellectual property.
There is a fixed charge over the bank accounts, intellectual property, including trademarks, and the shareholding in 1000299776 Ontario Inc, a subsidiary incorporated in Canada, by the Silicon Valley Bank.  There is also a floating charge over the Company undertaking and all its present and future assets by the Silicon Valley Bank.  There is also a negative pledge over those security assets.

Page 12

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

10.


Loans


Analysis of the maturity of loans is given below:


2023
$

Amounts falling due within one year

Bank loans
4,846,837


4,846,837

Amounts falling due 1-2 years

Bank loans
3,603,979


3,603,979

Amounts falling due 2-5 years

Bank loans
(93,396)


(93,396)


8,357,420


Page 13

 
VOLDEX ENTERTAINMENT LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Deferred taxation



2023


$






Charged to profit or loss
1,077,788



At end of year
1,077,788

The deferred tax asset is made up as follows:

2023
$


Accelerated capital allowances
(6,483)

Short term timing differences
26,342

Losses and other deductions
1,057,929

1,077,788


12.


Contingent liabilities

Contingent liabilities exist where the Company is required to pay additional consideration to the sellers of intellectual property and assets acquired by the Company.  The additional consideration is uncertain as it is only determined by the revenue amounts actually received by the Company after the agreement date for periods ranging from 24 to 36 months.  As a result, it is not possible to estimate its financial effect at the balance sheet date.  The additional consideration will be included in intangible assets once the payments have been made to the sellers.


13.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £5,016. There were no contributions payable to the fund at the balance sheet date.


14.


Post balance sheet events

After the balance sheet date, the Company agreed two significant intellectual property and asset purchases in relation to computer games, in January 2024 and February 2025.

 
Page 14