Company Registration No. 06755682 (England and Wales)
Fitzdares Holdings Limited
Annual report and
group financial statements
for the year ended 30 June 2024
Fitzdares Holdings Limited
Company information
Directors
Balthazar Fabricius
Roderick Fabricius
Caroline Harding
Quentin Humberstone
Company number
06755682
Registered office
27 Old Gloucester Street
London
WC1N 3AX
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Bankers
Metro Bank plc
One Southampton Row
London
WC1B 5HA
Fitzdares Holdings Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Income statement
9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 34
Fitzdares Holdings Limited
Strategic report
For the year ended 30 June 2024
1

The directors present the strategic report for the year ended 30 June 2024.

Review of the business

The principal activity of the Fitzdares Group (“the group”) remains the offering of online sports and casino betting services to retail customers in the UK, Ireland and Ontario. The group has licenses to operate in these jurisdictions and does not offer its services to customers outside of these jurisdictions.

 

The principal activity of Fitzdares Holdings Limited (“the company”) remains the management and oversight of our subsidiaries which operate in the online sports and casino betting sector.

 

The profit and loss account set out on page 9 shows Gross Gaming Revenue (“GGR”) for the year of £19.3m (2023: £20.4m) a 5% decrease in the year. The group loss before tax was £1.2m (2023: Profit of £1.4m) 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, and costs incurred to establish the Ontario operations. The group’s consolidated balance sheet remains strong with net assets of £6.1m.

 

The key focus of the group over the past year has been to continue to build a strong product offering and team to support the growth of the group. We have invested in our compliance team and best-in-class compliance tools.

 

The key focus of Fitzdares Holdings Limited ("the company") is to manage the Fitzdares brand and how it is delivered in our chosen markets. Our key priorities for managing the Fitzdares brand include:

 

Growth through product diversification

The group continues to have a strong focus on the horse racing segment with sponsorships and a strong presence at all major racing events. 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 responsible gambling and compliance

The group 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.

Fitzdares Holdings Limited
Strategic report (continued)
For the year ended 30 June 2024
2
Principal risks and uncertainties

1. Trading and Liability Management:

The Group 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 Group’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 Group’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 Group 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, Ireland and Canada. The risks of not meeting these requirements include censures and material fines from Gaming Commissions. The Group has invested in strong experienced team of compliance professionals to ensure we meet our goals.

Key performance indicators

To monitor the performance of the business our management teams 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.

On behalf of the board

Balthazar Fabricius
Director
17 February 2025
Fitzdares Holdings Limited
Directors' report
For the year ended 30 June 2024
3

The directors present their annual report and financial statements for the year ended 30 June 2024.

Principal activities

The principal activity of the company and group continued to be that of a holding company for Fitzdares Limited and Fitzdares Canada Limited.

 

The company was incorporated to act as the parent holding company to the group's main operating companies Fitzdares Limited and Fitzdares Canada Limited. It does not trade in its own right.

 

These financial statements are the first consolidated financial statements for the group which consists of Fitzdares Holdings Limited, Fitzdares Limited and Fitzdares Canada Limited.

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 further dividend.

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
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.

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.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Balthazar Fabricius
Director
17 February 2025
Fitzdares Holdings 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 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.

Fitzdares Holdings Limited
Independent auditor's report
To the members of Fitzdares Holdings Limited
5
Opinion

We have audited the financial statements of Fitzdares Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2024 which comprise the group income statement, the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, 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 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 Holdings Limited
Independent auditor's report (continued)
To the members of Fitzdares Holdings Limited
6

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the 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 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 parent 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 Holdings Limited
Independent auditor's report (continued)
To the members of Fitzdares Holdings 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 group and parent 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 group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent 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 group and parent company financial statement disclosures. We reviewed the parent 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 parent 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.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

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 risk 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 Holdings Limited
Independent auditor's report (continued)
To the members of Fitzdares Holdings Limited
8

Use of our report

This report is made solely to the parent company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, 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
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Fitzdares Holdings Limited
Group income statement
For the year ended 30 June 2024
9
2024
2023
as restated
Notes
£000
£000
Turnover
3
19,317
20,381
Cost of sales
(9,481)
(9,223)
Gross profit
9,836
11,158
Administrative expenses
(11,177)
(9,765)
Other operating income
-
3
Operating (loss)/profit
4
(1,341)
1,396
Interest receivable and similar income
8
225
39
Interest payable and similar expenses
9
(72)
-
0
(Loss)/profit before taxation
(1,188)
1,435
Tax on (loss)/profit
10
(101)
(568)
(Loss)/profit for the financial year
21
(1,289)
867
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Fitzdares Holdings Limited
Group statement of comprehensive income
For the year ended 30 June 2024
10
2024
2023
as restated
£000
£000
(Loss)/profit for the year
(1,289)
867
Other comprehensive income
Currency translation gain taken to retained earnings
20
21
Total comprehensive income for the year
(1,269)
888
Total comprehensive income for the year is all attributable to the owners of the parent company.
Fitzdares Holdings Limited
Group statement of financial position
As at 30 June 2024
11
2024
2023
as restated
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
11
241
88
Tangible assets
12
91
116
332
204
Current assets
Debtors
15
2,564
2,399
Cash at bank and in hand
9,713
10,574
12,277
12,973
Creditors: amounts falling due within one year
16
(6,453)
(5,843)
Net current assets
5,824
7,130
Total assets less current liabilities
6,156
7,334
Provisions for liabilities
Deferred tax liability
17
91
-
0
(91)
-
Net assets
6,065
7,334
Capital and reserves
Called up share capital
20
1
1
Share premium account
21
5,595
5,595
Equity reserve
21
2,900
2,900
Other reserves
21
374
374
Profit and loss reserves
21
(2,805)
(1,536)
Total equity
6,065
7,334

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

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:
17 February 2025
Balthazar Fabricius
Director
Company registration number 06755682 (England and Wales)
Fitzdares Holdings Limited
Company statement of financial position
As at 30 June 2024
30 June 2024
12
2024
2023
as restated
Notes
£000
£000
£000
£000
Fixed assets
Investments
13
9,224
9,224
Current assets
Cash at bank and in hand
83
84
Creditors: amounts falling due within one year
16
(199)
(179)
Net current liabilities
(116)
(95)
Net assets
9,108
9,129
Capital and reserves
Called up share capital
20
1
1
Share premium account
21
5,595
5,595
Equity reserve
21
2,900
2,900
Other reserves
21
374
374
Profit and loss reserves
21
238
259
Total equity
9,108
9,129

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £21,260 (2023 - £18,565 loss).

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

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:
17 February 2025
Balthazar Fabricius
Director
Company registration number 06755682 (England and Wales)
Fitzdares Holdings Limited
Group statement of changes in equity
For the year ended 30 June 2024
13
Share capital
Share premium account
Equity reserve
Other reserve
Profit and loss reserves
Total
£000
£000
£000
£000
£000
£000
As restated for the period ended 30 June 2023:
Balance at 1 July 2022
1
5,595
2,900
374
(2,424)
6,446
Year ended 30 June 2023:
Profit for the year
-
-
-
-
867
867
Other comprehensive income:
Currency translation differences
-
-
-
-
21
21
Total comprehensive income
-
-
-
-
888
888
Balance at 30 June 2023
1
5,595
2,900
374
(1,536)
7,334
Year ended 30 June 2024:
Loss for the year
-
-
-
-
(1,289)
(1,289)
Other comprehensive income:
Currency translation differences
-
-
-
-
20
20
Total comprehensive income
-
-
-
-
(1,269)
(1,269)
Balance at 30 June 2024
1
5,595
2,900
374
(2,805)
6,065
Fitzdares Holdings Limited
Company statement of changes in equity
For the year ended 30 June 2024
14
Share capital
Share premium account
Equity reserve
Other reserves
Profit and loss reserves
Total
£000
£000
£000
£000
£000
£000
As restated for the period ended 30 June 2023:
Balance at 1 July 2022
1
5,595
2,900
374
277
9,147
Year ended 30 June 2023:
Loss and total comprehensive income for the year
-
-
-
-
(18)
(18)
Balance at 30 June 2023
1
5,595
2,900
374
259
9,129
Year ended 30 June 2024:
Profit and total comprehensive income
-
-
-
-
(21)
(21)
Balance at 30 June 2024
1
5,595
2,900
374
238
9,108
Fitzdares Holdings Limited
Group statement of cash flows
For the year ended 30 June 2024
15
2024
2023
as restated
Notes
£000
£000
£000
£000
Cash flows from operating activities
Cash (absorbed by)/generated from operations
25
(19)
970
Interest paid
(72)
-
0
Income taxes paid
(585)
(542)
Net cash (outflow)/inflow from operating activities
(676)
428
Investing activities
Purchase of intangible assets
(353)
(61)
Purchase of tangible fixed assets
(88)
(98)
Proceeds from disposal of tangible fixed assets
10
-
Interest received
225
39
Net cash used in investing activities
(206)
(120)
Net (decrease)/increase in cash and cash equivalents
(882)
308
Cash and cash equivalents at beginning of year
10,574
10,245
Effect of foreign exchange rates
21
(15)
Cash and cash equivalents at end of year
9,713
10,574
Fitzdares Holdings Limited
Notes to the group financial statements
For the year ended 30 June 2024
16
1
Accounting policies
Company information

Fitzdares Holdings Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 27 Old Gloucester Street, London, England, WC1N 3AX.

 

The group consists of Fitzdares Holdings Limited and all of its subsidiaries.

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.

1.2
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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Fitzdares 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 30 June 2024. 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.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
17

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 statement of financial position 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.

1.4
Going concern

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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. 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.

1.5
Turnover

Turnover is derived from telephone and app bets that clients lay with the group and from hedge bets that the group 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 group 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 group 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 group for the year has been derived from its principal activity undertaken in the United Kingdom and Canada.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), 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.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
18
1.6
Intangible fixed assets - goodwill

Goodwill arising on the acquisition of subsidiary undertakings represents the excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities 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. At 30 June 2024 the goodwill is fully amortised to nil.

 

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.

1.7
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
Sum of digits method over three years
Brand
Sum of digits method over three years
1.8
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:

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 recognised in the income statement.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
19
1.9
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.

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.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
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.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
20

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 (or cash-generating unit) 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 (or cash-generating unit) 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.

1.11
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.

1.12
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 statement of financial position 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, 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 Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
21
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.

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 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.

1.13
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.

 

 

 

 

 

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
22
1.14
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 group’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.

1.15
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.

1.16
Retirement benefits

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

1.17
Share-based payments

The company participates in a share-based payment arrangement granted to its employees and employees of its subsidiaries. The company has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expense for the group recognised in its consolidated accounts. The directors consider the number of unvested options granted to the company’s employees compared to the total unvested options granted under the group plan to be a reasonable basis for allocating the expense.

 

The expense in relation to options over the company’s shares granted to employees of a subsidiary is recognised by the company as a capital contribution, and presented as an increase in the company’s investment in that subsidiary.

In the case of options granted, fair value is measured by a Black-Scholes pricing model.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
1
Accounting policies (continued)
23
1.18
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 leased asset are consumed.

1.19
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.

1.20

Cost of sales

Cost of sales comprises the costs of gaming duties, gaming levies, and platform fees.

1.21

Open bets

Income from open betting positions is held in deferred income in creditors until the event has occurred.

2
Critical accounting 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.

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
2024
2023
£000
£000
Turnover analysed by class of business
Betting turnover
19,298
20,231
Hedging and other income
19
150
19,317
20,381
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
3
Turnover and other revenue (continued)
24
2024
2023
£000
£000
Turnover analysed by geographical market
United Kingdom
19,230
20,339
Canada
87
42
19,317
20,381
2024
2023
£000
£000
Other revenue
Interest income
225
39
4
Operating (loss)/profit
2024
2023
£000
£000
Operating (loss)/profit for the year is stated after charging:
Exchange losses
82
65
Depreciation of owned tangible fixed assets
102
166
Amortisation of intangible assets
200
37
Operating lease charges
193
145
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the group and company
5
5
Audit of the financial statements of the company's subsidiaries
45
64
50
69
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
25
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Marketing
9
8
-
-
Compliance & Finance
9
7
-
-
Trading & Performance
18
15
-
-
Directors & Management
8
8
-
-
Total
44
38
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Wages and salaries
2,414
1,930
-
0
-
0
Social security costs
209
174
-
-
Pension costs
80
70
-
0
-
0
2,703
2,174
-
0
-
0
7
Directors' remuneration
2024
2023
£000
£000
Remuneration for qualifying services
226
217
Company pension contributions to defined contribution schemes
8
7
234
229
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£000
£000
Remuneration for qualifying services
166
157
Company pension contributions to defined contribution schemes
8
7
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
7
Directors' remuneration (continued)
26

 

The director's remuneration disclosures includes the total amounts received for qualifying services from group entities, in relation to individuals who are directors of Fitzdares Holdings Limited. There has been no allocation of remuneration between the parent company and the subsidiary company.

8
Interest receivable and similar income
2024
2023
£000
£000
Interest income
Interest on bank deposits
225
39
9
Interest payable and similar expenses
2024
2023
£000
£000
Other interest
72
-
10
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)
-
0
Total current tax
(2)
585
Deferred tax
Origination and reversal of timing differences
103
(17)
Total tax charge
101
568
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
10
Taxation (continued)
27

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

2024
2023
£000
£000
(Loss)/profit before taxation
(1,188)
1,435
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 20.50%)
(297)
293
Tax effect of expenses that are not deductible in determining taxable profit
60
30
Tax effect of income not taxable in determining taxable profit
-
0
152
Overseas losses
397
-
0
Adjustments in respect of prior years
(27)
3
Effect of change in corporation tax rate
(5)
(3)
Fixed asset differences
60
6
Prior year re-statement corporation tax unadjusted
(87)
87
Taxation charge
101
568
11
Intangible fixed assets
Group
Brand
Software
Total
£000
£000
£000
Cost
At 1 July 2023
10
379
389
Additions
-
0
353
353
Disposals
-
0
(22)
(22)
At 30 June 2024
10
710
720
Amortisation and impairment
At 1 July 2023
10
291
301
Amortisation charged for the year
-
0
200
200
Disposals
-
0
(22)
(22)
At 30 June 2024
10
469
479
Carrying amount
At 30 June 2024
-
0
241
241
At 30 June 2023
-
0
88
88
The company had no intangible fixed assets at 30 June 2024 or 30 June 2023.
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
28
12
Tangible fixed assets
Group
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
141
665
Additions
10
-
0
3
75
88
Disposals
-
0
(32)
-
0
-
0
(32)
At 30 June 2024
317
137
51
216
721
Depreciation and impairment
At 1 July 2023
236
158
46
109
549
Depreciation charged in the year
49
-
0
3
50
102
Eliminated in respect of disposals
-
0
(21)
-
0
-
0
(21)
At 30 June 2024
285
137
49
159
630
Carrying amount
At 30 June 2024
32
-
0
2
57
91
At 30 June 2023
71
11
2
32
116
The company had no tangible fixed assets at 30 June 2024 or 30 June 2023.
13
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£000
£000
£000
£000
Investments in subsidiaries
14
-
0
-
0
9,224
9,224
Movements in fixed asset investments
Company
Shares in subsidiaries
£000
Cost or valuation
At 1 July 2023 and 30 June 2024
9,224
Carrying amount
At 30 June 2024
9,224
At 30 June 2023
9,224
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
29
14
Subsidiaries

The goodwill arising on the acquisition of the business is attributable to the purchase of Fitzdares Limited share capital in two tranches in 2009 and 2011. The goodwill that arose has been fully amortised to nil over a useful economic life of 10 years.

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Country
Class of
% Held
shares held
Direct
Fitzdares Limited
England & Wales
Ordinary
100.00
Fitzdares Canada Limited
Canada
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

Fitzdares Limited
27 Old Gloucester Street, London, WC1N 3AX
Fitzdares Canada
181 Bay Street, Suite 1800, Toronto, Ontario, Canada

The investments in subsidiaries are all stated at cost.

15
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£000
£000
£000
£000
Trade debtors
1,346
1,919
-
0
-
0
Other debtors
74
31
-
0
-
0
Prepayments and accrued income
1,144
437
-
0
-
0
2,564
2,387
-
-
Amounts falling due after more than one year:
Deferred tax asset (note 17)
-
0
12
-
0
-
0
Total debtors
2,564
2,399
-
-
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
30
16
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£000
£000
£000
£000
Amounts owed to group undertakings
-
0
-
0
112
91
Trade creditors
3,292
2,795
-
0
-
0
Corporation tax payable
25
612
-
0
-
0
Other taxation and social security
875
450
-
-
Other creditors
1,333
1,271
87
88
Accruals and deferred income
928
715
-
0
-
0
6,453
5,843
199
179
17
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
2024
2023
2024
2023
Group
£000
£000
£000
£000
Accelerated capital allowances
91
-
-
12

The deferred tax asset set out above is expected to reverse within 12 months and relates to the accelerated capital allowances.

18
Retirement benefit schemes
2024
2023
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
80
70

The group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the group companies in an independently administered fund.

 

There is one director whom retirement benefits are accruing under the pension scheme.

 

Included in the consolidated creditors at the year end is a balance of £13,486 (2023: £13,160) for outstanding pension contributions.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
31
19
Share-based payment transactions
Group and company
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£000
£000
Outstanding at 1 July 2023
4,867
5,042
67.53
67.53
Forfeited
-
(175)
-
67.53
Outstanding at 30 June 2024
4,867
4,867
67.53
67.53
Exercisable at 30 June 2024
4,867
4,867
67.53
67.53

The weighted average share price at the date of exercise for share options exercised during the year was £0 (2023 - £0). There were no share options exercised in the current or prior year.

 

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”).

20
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£000
£000
Issued and fully paid
77,346 ordinary shares of 1p each
77,346
77,346
1
1

 

The company has one class of ordinary shares which carry no right to fixed income. The ordinary shares carry equal voting rights.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
32
21
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.
Equity reserve
The equity component of the convertible loan notes has been credited to the equity reserve.

£2.6m loan notes are held at par and no interest is accrued or paid except in the event that an administration order is made or a resolution is passed for the winding-up, liquidation, administration or dissolution of the
company when the loan notes shall be immediately redeemable at the principal amount, together with cumulative interest at 8%.

The remaining £0.3m loan notes are unsecured, non interest bearing and convertible into ordinary shares of
£0.01 each.

All outstanding loans automatically convert into fully paid ordinary shares on a change of control where the controlling interest being acquired is 100%.
Profit and loss reserves

The profit and loss account includes all current and prior period retained profits and losses.

22
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
2024
2023
2024
2023
£000
£000
£000
£000
Within one year
140
60
-
-
Between two and five years
395
559
-
-
535
619
-
-
23
Related party transactions

Fitzdares Holdings 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.

 

24
Controlling party

The directors consider there to be no individual controlling party over the company.

Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
33
25
Cash (absorbed by)/generated from group operations
2024
2023
£000
£000
(Loss)/profit for the year after tax
(1,289)
867
Adjustments for:
Taxation charged
101
568
Finance costs
72
-
0
Investment income
(225)
(39)
Amortisation and impairment of intangible assets
200
37
Depreciation and impairment of tangible fixed assets
102
166
Movements in working capital:
Increase in debtors
(177)
(982)
Increase in creditors
1,197
353
Cash (absorbed by)/generated from operations
(19)
970
26
Analysis of changes in net funds - group
1 July 2023
Cash flows
Exchange rate movements
30 June 2024
£000
£000
£000
£000
Cash at bank and in hand
10,574
(882)
21
9,713
27
Prior period adjustment
Changes to the statement of financial position - group
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
(1,111)
(425)
(1,536)
Changes to the income statement - group
As previously reported
Adjustment
As restated
Period ended 30 June 2023
£000
£000
£000
Administrative expenses
(9,340)
(425)
(9,765)
Fitzdares Holdings Limited
Notes to the group financial statements (continued)
For the year ended 30 June 2024
27
Prior period adjustment (continued)
34
Reconciliation of changes in equity - group
1 July
30 June
2022
2023
£000
£000
Adjustments to prior year
Restatement effect on retained earnings
-
(425)
Equity as previously reported
6,446
7,759
Equity as adjusted
6,446
7,334
Analysis of the effect upon equity
Profit and loss reserves
-
(425)
Reconciliation of changes in profit for the previous financial period - group
2023
£000
Adjustments to prior year
Restatement effect on irrecoverable VAT expense
(425)
Profit as previously reported
1,292
Profit as adjusted
867
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period - company
2023
£000
Adjustments to prior year
Total adjustments
-
Loss as previously reported
(18)
Loss as adjusted
(18)
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. This occurred in Fitzdares Limited, the subsidiary, and is material at group level.

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