Company Registration No. 05478072 (England and Wales)
Fitzdares Limited
Annual report and financial statements
for the year ended 30 June 2024
Fitzdares Limited
Company information
Directors
Balthazar Fabricius
Roderick Fabricius
Caroline Harding
Quentin Humberstone
Company number
05478072
Registered office
27 Old Gloucester Street
London
WC1N 3AX
Independent auditor
Saffery LLP
71 Queen Victoria Street
EC4V 4BE
Bankers
Metro Bank plc
One Southampton Row
London
WC1B 5HA
Weatherbys Bank Ltd
23 Sackville Street
London
W1S 3DN
Fitzdares Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27
Fitzdares Limited
Strategic report
For the year ended 30 June 2024
1
The directors present the strategic report for the year ended 30 June 2024.
Business review and principal activities
The principal activity of Fitzdares Limited (“the company”) remains the offering of online sports and casino betting services to retail customers in the UK and Ireland. The company has a license to operate in both jurisdictions and does not offer its services to customers outside of these two jurisdictions.
The profit and loss account set out on page 9 shows Gross Gaming Revenue (“GGR”) for the year of £19.2m (2023: £20.3m) a 5% decrease in the year. The profit before tax is £0.4m (2023: £2.2m) a significant decrease over the previous year. The results have been significantly impacted by a challenging trading environment due to macro-economic challenges. Results were also materially impacted by a one-time VAT tax adjustment that was recorded in the year. The company’s balance sheet remains strong with net assets of £8.5m.
Key focus of management over the past year has been to continue to build a strong product offering and team to support the growth plans of the company. We have invested in our compliance team and best-in-class compliance tools.
Growth through product diversification
The company continues to have a strong focus on the horse racing segment with sponsorships and a strong presence at all major racing events throughout the UK racing calendar. During the year we launched our Horse Racing App which generated more than 100,000 downloads during the first 6 months of being live. We are at the same time diversifying our product offerings across a wider range of sports. Over the past year we have invested in branding and sponsorships that are allowing us to grow our football and other sport market share in the UK and Ireland. At the same time, we have made significant investments in our casino product both on a wider range of games, a stronger casino team as well as more marketing focus on this key growth segment.
Focus on reponsible gambling and compliance
The company and Board are committed to offering our clients a safe and enjoyable gambling experience. Our focus on responsible gambling and compliance touches all parts of our business from customer service to marketing. In the past year we completed a comprehensive compliance audit with the UK Gaming Commission which led to a favourable review from the regulator.
Principal risks and uncertainties
1. Trading and Liability Management:
The Company may experience losses resulting from poor trading liability management. We work with our technology and sportsbook partner to offer a wide range of betting products. These events are priced to yield a target return over a large number of bets and events. The Company’s gross win percentage is monitored daily to ensure the targets are met. There are also maximum payout levels in place to mitigate this risk.
2. Technology Risk:
The Company’s success and profitability is highly dependent on technology, including our online sportsbook and casino platform. We have partnered with a best-in-class technology partner to provide and maintain our technology platform. We compliment this partnership with our in-house team of technology experts that work closely with our technology partner. The performance of the technology platform is subject to a comprehensive set of daily KPI’s that monitor performance of the technology.
3. Regulatory Risk:
The Company and Board are fully committed to meeting or exceeding all regulatory and compliance criteria that are part of being a licensed operator in the UK and Ireland. The risks of not meeting these requirements include censures and material fines from the UK Gaming Commission. The company has invested in strong experienced team of compliance professionals to ensure we meet our goals.
Fitzdares Limited
Strategic report (continued)
For the year ended 30 June 2024
2
Key performance indicators
To monitor the performance of the business we track and analyze a wide range of customer activity and retention measures including deposits, revenue and lifetime values. Our performance metrics are also integrated into our compliance monitoring processes to ensure that customer activity meets responsible and safe gambling levels.
Balthazar Fabricius
Director
17 February 2025
Fitzdares Limited
Directors' report
For the year ended 30 June 2024
3
The directors have pleasure in presenting their annual report and the financial statements of the company for the year ended 30 June 2024.
Principal activities
The principal activity of the company continued to be that of a telephone and app bookmaker.
The company continues to invest heavily in infrastructure and the directors are pleased with the progress made and the growth of the client base.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Balthazar Fabricius
Roderick Fabricius
Caroline Harding
Quentin Humberstone
William Woodhams
(Resigned 24 January 2025)
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Auditor
Saffery LLP have expressed their willingness to continue in office.
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 company’s auditor 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 company’s auditor is aware of that information.
On behalf of the board
Balthazar Fabricius
Director
17 February 2025
Fitzdares Limited
Directors' responsibilities statement
For the year ended 30 June 2024
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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Fitzdares Limited
Independent auditor's report
To the member of Fitzdares Limited
5
Opinion
We have audited the financial statements of Fitzdares Limited (the 'company') for the year ended 30 June 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 30 June 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
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.
Fitzdares Limited
Independent auditor's report (continued)
To the member of Fitzdares Limited
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Auditor'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.
Fitzdares Limited
Independent auditor's report (continued)
To the member of Fitzdares Limited
7
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.
Laws and regulations of direct significance in the context of the company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the irks of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Fitzdares Limited
Independent auditor's report (continued)
To the member of Fitzdares Limited
8
This report is made solely to the company's member in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's member those matters we are required to state to the member in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's member, for our audit work, for this report, or for the opinions we have formed.
Michael Di Leto
Senior Statutory Auditor
For and on behalf of Saffery LLP
17 February 2025
Accountants
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Fitzdares Limited
Statement of comprehensive income
For the year ended 30 June 2024
9
2024
2023
as restated
Notes
£000
£000
Turnover
3
19,230
20,339
Cost of sales
(8,868)
(8,994)
Gross profit
10,362
11,345
Administrative expenses
(10,089)
(9,187)
Operating profit
4
273
2,158
Interest receivable and similar income
7
219
38
Interest payable and similar expenses
8
(72)
Profit before taxation
420
2,196
Tax on profit
9
(101)
(568)
Profit for the financial year
319
1,628
The income statement has been prepared on the basis that all operations are continuing operations.
Fitzdares Limited
Statement of financial position
As at 30 June 2024
10
2024
2023
as restated
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
10
241
66
Tangible assets
11
91
115
332
181
Current assets
Debtors
12
4,816
3,734
Cash at bank and in hand
9,397
9,856
14,213
13,590
Creditors: amounts falling due within one year
13
(5,965)
(5,601)
Net current assets
8,248
7,989
Total assets less current liabilities
8,580
8,170
Provisions for liabilities
Deferred tax liability
14
91
(91)
-
Net assets
8,489
8,170
Capital and reserves
Called up share capital
16
3,414
3,414
Share premium account
17
1,172
1,172
Profit and loss reserves
17
3,903
3,584
Total equity
8,489
8,170
The financial statements were approved by the board of directors and authorised for issue on 17 February 2025 and are signed on its behalf by:
Balthazar Fabricius
Director
Company Registration No. 05478072
Fitzdares Limited
Statement of changes in equity
For the year ended 30 June 2024
11
Share capital
Share premium account
Profit and loss reserves
Total
£000
£000
£000
£000
As restated for the period ended 30 June 2023:
Balance at 1 July 2022
3,414
1,172
1,956
6,542
Year ended 30 June 2023:
Profit and total comprehensive income
-
-
1,628
1,628
Balance at 30 June 2023
3,414
1,172
3,584
8,170
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
319
319
Balance at 30 June 2024
3,414
1,172
3,903
8,489
Fitzdares Limited
Notes to the financial statements
For the year ended 30 June 2024
12
1
Accounting policies
Company information
Fitzdares Limited is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, WC1N 3AX.
1.1
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 £000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This 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:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Fitzdares Holdings Limited (Company number: 06755682) . These consolidated financial statements are available from its registered office, 27 Old Gloucester Street, London, WC1N 3AX and from Companies House.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. In making their assessment, the directors have reviewed detailed cash-flow forecasts, budgets and post year end management information. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
13
1.3
Turnover
Turnover is derived from telephone and app bets that clients lay with the company and from hedge bets that the company back or lay with other bookmakers. This includes fixed odds, pool bets and casino stakes. Turnover from bets for future events is deferred until the event date.
Turnover represents the difference between the total value of bets won and the total value of bets lost.
The company recognises the costs of client rebates and free bets as deductions from turnover rather than as operating expenses, as it believes that this better conveys the underlying nature of the transaction. The company continues to include the cost of other promotions as marketing expenditure within operating costs.
Turnover from membership fees are recognised on a straight line basis over the membership period as this best represents the timing of services provided.
The total turnover of the company for the year has been derived from its principal activity wholly undertaken in the United Kingdom.
Revenue is recognised when the significant risks and rewards have passed to the buyer, the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
1.4
Intangible fixed assets
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 the brand 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.
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. Capitalised development costs relate to bespoke improvements to the web/mobile/app software implemented by platform provider FSB Tech which are key to facilitating the company's core business transactions.
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
Sum of digits method over three years
Brand
Sum of digits method over three years
1.5
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.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
14
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:
Land and buildings leasehold
20% straight line
Plant and machinery
33% straight line
Fixtures, fittings & equipment
20% straight line
Computer equipment
33% 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 credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
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 company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.7
Impairment of fixed assets
At each reporting period end date, the company 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.
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 is estimated to be less than its carrying amount, the carrying amount of the asset 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.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
15
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.8
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.
1.9
Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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, 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.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
16
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 company 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including trade and other 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 receipts 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. Accounts payable are classified as 'creditors: amounts falling due within one year' if payment is due within one year or less. If not, they are presented as 'creditors: amounts falling due after more than one year'. 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 company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company 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 company.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
17
1.11
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 income statement 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has 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.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
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.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
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 leases asset are consumed.
1.15
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
18
1.16
Foreign exchange
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss account.
1.17
Cost of sales
Cost of sales comprises the costs of gaming duties, gaming levies, and platform fees.
1.18
Open Bets
Income from open betting positions is held in deferred income in creditors until the event has occurred.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
19
2
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’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.
Bad debt provision
Provision is made in the accounts against specific client debtor balances. Management makes an assessment of each balance individually taking into account the client's credit limit, betting history, the recovery of any previous debts, the ageing of the debt, and the individual financial circumstances of each client.
3
Turnover and other revenue
An analysis of the company's turnover is as follows:
2024
2023
£000
£000
Turnover analysed by class of business
Betting turnover
19,211
20,189
Hedging and other income
19
150
19,230
20,339
2024
2023
£000
£000
Turnover analysed by geographical market
United Kingdom
19,230
20,339
2024
2023
£000
£000
Other revenue
Interest income
219
38
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
20
4
Operating profit
2024
2023
Operating profit for the year is stated after charging:
£000
£000
Exchange losses
6
9
Fees payable to the company's auditor for the audit of the company's financial statements
50
69
Depreciation of owned tangible fixed assets
101
165
Amortisation of intangible assets
178
37
Operating lease charges
193
145
5
Directors' remuneration
2024
2023
£000
£000
Remuneration for qualifying services
426
406
Company pension contributions to defined contribution schemes
18
15
444
421
Remuneration disclosed above include the following amounts paid to the highest paid director:
2024
2023
£000
£000
Remuneration for qualifying services
200
189
Company pension contributions to defined contribution schemes
10
8
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Marketing
9
8
Compliance & Finance
9
7
Trading & Performance
18
15
Directors & Management
8
8
44
38
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
6
Employees (continued)
21
Their aggregate remuneration comprised:
2024
2023
£000
£000
Wages and salaries
2,064
1,739
Social security costs
209
174
Pension costs
80
70
2,353
1,983
7
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
219
38
8
Interest payable and similar expenses
2024
2023
£000
£000
Other interest
72
9
Taxation
2024
2023
£000
£000
Current tax
UK corporation tax on profits for the current period
112
585
Adjustments in respect of prior periods
(114)
Total current tax
(2)
585
Deferred tax
Origination and reversal of timing differences
103
(17)
Total tax charge
101
568
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
9
Taxation (continued)
22
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£000
£000
Profit before taxation
420
2,196
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
105
450
Tax effect of expenses that are not deductible in determining taxable profit
55
30
Adjustments in respect of prior years
(27)
2
Effect of change in corporation tax rate
(5)
(3)
Group relief
(4)
Fixed asset differences
60
6
Prior year re-statement corporation tax unadjusted
(87)
87
Taxation charge for the year
101
568
10
Intangible fixed assets
Brand
Software
Total
£000
£000
£000
Cost
At 1 July 2023
10
357
367
Additions
353
353
At 30 June 2024
10
710
720
Amortisation and impairment
At 1 July 2023
10
291
301
Amortisation charged for the year
178
178
At 30 June 2024
10
469
479
Carrying amount
At 30 June 2024
241
241
At 30 June 2023
66
66
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
23
11
Tangible fixed assets
Land and buildings leasehold
Plant and machinery
Fixtures, fittings & equipment
Computer equipment
Total
£000
£000
£000
£000
£000
Cost
At 1 July 2023
307
169
48
139
663
Additions
10
3
75
88
Disposals
(32)
(32)
At 30 June 2024
317
137
51
214
719
Depreciation and impairment
At 1 July 2023
236
158
46
108
548
Depreciation charged in the year
49
3
49
101
Eliminated in respect of disposals
(21)
(21)
At 30 June 2024
285
137
49
157
628
Carrying amount
At 30 June 2024
32
2
57
91
At 30 June 2023
71
11
2
31
115
12
Debtors
2024
2023
Amounts falling due within one year:
£000
£000
Trade debtors
1,307
1,908
Amounts owed by group undertakings
112
91
Other debtors
68
31
Prepayments and accrued income
882
307
2,369
2,337
2024
2023
Amounts falling due after more than one year:
£000
£000
Amounts owed by group undertakings
2,447
1,385
Deferred tax asset (note 14)
12
2,447
1,397
Total debtors
4,816
3,734
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
12
Debtors (continued)
24
Included in amounts owed by group undertakings due after more than one year are amounts transferred to Fitzdares Canada Limited to fund the entity which is currently loss making. No interest is charged on the balances and they are repayable on demand. Repayment of the amount due is dependent on Fitzdares Canada Limited becoming profit making which the directors anticipate will occur within the next three years. No provision for irrecoverability has been made against this loan.
13
Creditors: amounts falling due within one year
2024
2023
£000
£000
Trade creditors
3,292
2,795
Corporation tax
25
612
Other taxation and social security
875
450
Other creditors
1,191
1,169
Accruals and deferred income
582
575
5,965
5,601
14
Deferred taxation
Deferred tax assets and liabilities are offset where the company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:
Liabilities
Assets
2024
2023
Balances:
£000
£000
ACAs
99
3
Short term timing difference
(8)
9
91
12
The deferred tax asset set out above relates to the timing differences in relation to capital allowances and associated depreciation and amortisation over the same period.
The deferred tax balance at 31 March 2024 has been calculated based on the tax rate of 25% based on rates that have been substantively enacted by the balance sheet date.
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
25
15
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
80
70
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
There is one director whom retirement benefits are accruing under the pension scheme.
Included in creditors at the year end is a balance of £13,486 (2023: £13,160) for outstanding pension contributions.
16
Share capital
2024
2023
£000
£000
Ordinary share capital
Issued and fully paid
341,373,532 ordinary shares of 1p each
3,414
3,414
The company has one class of ordinary shares which carry no right to fixed income. The ordinary shares carry equal voting rights.
17
Reserves
Share premium
The share premium account includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premiums.
Profit and loss reserves
The profit and loss account includes all current and prior period retained profits and losses.
18
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£000
£000
Within one year
140
60
Between two and five years
395
559
535
619
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
26
19
Related party transactions
Fitzdares Limited have taken the exemption in accordance with FRS102 section 33 for subsidiary undertakings to not disclose related party transactions with each other where they are wholly owned. The only related party transactions during this year were of this nature.
20
Ultimate controlling party
The company is a wholly owned subsidiary of Fitzdares Holdings Limited a company registered in England and Wales. Their registered office is 27 Old Gloucester Street, London, WC1N 3AX.
The ultimate controlling party is Fitzdares Holdings Limited, incorporated in England & Wales, which is the only member of the group for which consolidated group accounts are drawn up. Copies of the consolidated group financial statements of Fitzdares Holdings Limited are available from 27 Old Gloucester Street, London, WC1N 3AX and Companies House, Crown Way, Cardiff CF14 3UZ.
No person has significant control over the entity.
21
Prior period adjustment
Changes to the statement of financial position
As previously reported
Adjustment
As restated at 30 Jun 2023
£000
£000
£000
Creditors due within one year
Taxation
(637)
(425)
(1,062)
Capital and reserves
Profit and loss reserves
4,009
(425)
3,584
Changes to the income statement
As previously reported
Adjustment
As restated
Period ended 30 June 2023
£000
£000
£000
Administrative expenses
(8,762)
(425)
(9,187)
Profit for the financial period
2,053
(425)
1,628
Fitzdares Limited
Notes to the financial statements (continued)
For the year ended 30 June 2024
21
Prior period adjustment (continued)
27
Reconciliation of changes in equity
1 July
30 June
2022
2023
£000
£000
Adjustments to prior year
Restatement effect on retained earnings
-
(425)
Equity as previously reported
6,542
8,595
Equity as adjusted
6,542
8,170
Analysis of the effect upon equity
Profit and loss reserves
(75,260)
(349,259)
Reconciliation of changes in profit for the previous financial period
2023
£000
Adjustments to prior year
Restatement effect on irrecoverable VAT expense
(425)
Profit as previously reported
2,053
Profit as adjusted
1,628
Notes to reconciliation
The prior year adjustment relates to VAT that had been misreported on affiliate invoices, which were subject to the reverse charge. HMRC have concluded their review of the voluntary VAT disclosures and raised an assessment, which is the basis for the adjustments above.
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