Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-31304793700S J Windsor2025-02-282023-06-21false02023-12-311495120300false 14951203 2023-06-20 14951203 2023-06-21 2023-12-31 14951203 1999-03-02 2023-06-20 14951203 2023-12-31 14951203 c:Director1 2023-06-21 2023-12-31 14951203 c:Director1 2023-12-31 14951203 c:Director2 2023-06-21 2023-12-31 14951203 c:Director2 2023-12-31 14951203 c:Director3 2023-06-21 2023-12-31 14951203 c:Director3 2023-12-31 14951203 c:Director4 2023-06-21 2023-12-31 14951203 c:Director4 2023-12-31 14951203 c:Director5 2023-06-21 2023-12-31 14951203 c:Director5 2023-12-31 14951203 c:RegisteredOffice 2023-06-21 2023-12-31 14951203 d:Buildings d:ShortLeaseholdAssets 2023-06-21 2023-12-31 14951203 d:PlantMachinery 2023-06-21 2023-12-31 14951203 d:FurnitureFittings 2023-06-21 2023-12-31 14951203 d:ComputerEquipment 2023-06-21 2023-12-31 14951203 d:OtherPropertyPlantEquipment 2023-06-21 2023-12-31 14951203 d:Goodwill 2023-06-21 2023-12-31 14951203 d:CurrentFinancialInstruments 2023-12-31 14951203 d:Non-currentFinancialInstruments 2023-12-31 14951203 d:ShareCapital 2023-06-21 2023-12-31 14951203 d:ShareCapital 2023-12-31 14951203 d:ForeignCurrencyTranslationReserve 2023-06-21 2023-12-31 14951203 d:RetainedEarningsAccumulatedLosses 2023-06-21 2023-12-31 14951203 c:OrdinaryShareClass1 2023-06-21 2023-12-31 14951203 c:OrdinaryShareClass1 2023-12-31 14951203 c:FullIFRS 2023-06-21 2023-12-31 14951203 c:Audited 2023-06-21 2023-12-31 14951203 c:FullAccounts 2023-06-21 2023-12-31 14951203 c:PrivateLimitedCompanyLtd 2023-06-21 2023-12-31 14951203 1 2023-06-21 2023-12-31 14951203 2 2023-06-21 2023-12-31 14951203 3 2023-06-21 2023-12-31 14951203 4 2023-06-21 2023-12-31 14951203 5 2023-06-21 2023-12-31 14951203 11 2023-06-21 2023-12-31 14951203 12 2023-06-21 2023-12-31 14951203 13 2023-06-21 2023-12-31 14951203 9 2023-06-21 2023-12-31 14951203 10 2023-06-21 2023-12-31 14951203 33 2023-06-21 2023-12-31 14951203 e:PoundSterling 2023-06-21 2023-12-31 iso4217:GBP xbrli:pure xbrli:shares

Registered number: 14951203









DIMENSION UK HOLDCO LIMITED









FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2023

 
DIMENSION UK HOLDCO LIMITED
 
 
 
COMPANY INFORMATION


 
Directors
S D Jelley (appointed 17 July 2023)
J O'Callaghan (appointed 17 July 2023)
S Peters (appointed 17 July 2023)
J Tenbroek (appointed 17 July 2023)
S J Windsor (appointed 17 July 2023)




Registered number
14951203



Registered office
Unit 35 Wimbledon Business Centre
Riverside Road

London

SW17 0BA




Independent auditors
Harris & Trotter LLP
Chartered Accountants & Statutory Auditors

101 New Cavendish Street

1st Floor South

London

W1W 6XH





 
DIMENSION UK HOLDCO LIMITED
 
 
 
CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 5
Independent Auditors' Report
6 - 9
Consolidated Statement of Profit or Loss and Other Comprehensive Income
10
Consolidated Statement of Financial Position
11 - 12
Company Statement of Financial Position
13 - 14
Consolidated Statement of Changes in Equity
15
Company Statement of Changes in Equity
16
Consolidated Statement of Cash Flows
17
Notes to the Consolidated Financial Statements
18 - 51
Company Detailed Profit and Loss Account and Summaries
51

 
DIMENSION UK HOLDCO LIMITED
 
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
This strategic report provides an overview of the Group's performance, strategy, and the key factors influencing its operations for the period ended 31 December 2023. The report is intended to offer insight into how the Group creates value for its stakeholders and prepares for future challenges and opportunities. Prepared in accordance with IFRS, it highlights our strategic objectives, recent achievements, and the broader economic environment shaping our decisions.

Business review
 
The film and television, and technology industry were significantly impacted during the six months ended 31 December 2023 due to the unprecedented impact of the SAG-AFTRA and Writers’ Guild strikes (’the Strikes’). These events negatively affected the film and television sectors in the UK and globally throughout the second half of the 2023 calendar year. As a result, the Group experienced a reduction in turnover in comparison to pre-acquisition prior results, for the six months ended 31 December 2023.
With the industry wide challenges experienced for the six months ended 31, December 2023, revenue declined, and gross profit decreased from £8.7m (full year ended 30 June 2023) to £4.1M (for the six months ended 31 December 2023  with increases in gross profit margins by 1% going from 64% to 65%, respectively.
Whilst this financial period was largely impacted by the industry wide strikes noted above - highlighting the exposure to global macroeconomic risks associated with film and television production - it also underscores the challenges faced by the industry and the overall negative financial impact caused by a global pause in film production.

Financial key performance indicators
 
Given the straightforward nature of the Groups operations, the directors are of the opinion that an analysis using key performance indicators is not necessary for the understanding of the development, performance and position of the Group.

Page 1

 
DIMENSION UK HOLDCO LIMITED
 
 
 
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The Groups principal risk flows from the trading performance of the Group. This performance in turn relies on the general levels of demand. In order to minimise the risk, the Group closely manages the rates that it charges in order to maximise turnover, whilst at the same time closely controlling costs.
The Groups activities expose it to a number of financial risks including credit risk, cash flow risk and liquidity risk.
Financial instruments
The Groups principal financial instruments comprise, bank balances, trade and other debtors and trade and other creditors. The main purpose of these instruments is to raise funds for the Group's operations and to finance the Group's operations.
 
Pricing risk
Contracts are generally short to-medium term in nature and the Company ensures these are carefully priced to deliver expected margin and contribution to the business while also being competitive with industry peers.
 
Credit Risk
The Groups customers are generally large, creditworthy entities. Senior management closely monitors the Groups accounts receivables to avoid significant credit exposure.
Liquidity and cash flow risk
The Group maintains budgets and detailed cash forecasts to ensure adequate cash resources are available and to protect against the potential variability inherent in their operations. The access to capital is key to financing the next stage of the Groups growth.
 
Interest rate risk
The Group has fixed interest in its loan commitments and therefore has limited exposure to interest rate risk.
 
Foreign exchange risk
The Group does not presently have a strategy to mitigate the impact of foreign exchange risk, which exists in relation to sales with the US and other international territories. This is prevalent due to the weakening of the Pound Sterling. The Group is currently exploring future solutions to reduce this risk.


This report was approved by the board and signed on its behalf.



S J Windsor
Director

Date: 28 February 2025

Page 2

 
DIMENSION UK HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the period ended 31 December 2023.

Directors

The directors who served during the period were:

S D Jelley (appointed 17 July 2023)
J O'Callaghan (appointed 17 July 2023)
S Peters (appointed 17 July 2023)
J Tenbroek (appointed 17 July 2023)
S J Windsor (appointed 17 July 2023)

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, Directors' Report and the consolidated financial statements, in accordance with applicable law.

Company law requires the directors to prepare consolidated financial statements for each financial year. Under that law they have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK.

Under company law the directors must not approve the consolidated financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing the consolidated financial statements, the directors are required to:

select suitable accounting policies and then apply them consistently;

make judgments and estimates that are reasonable and prudent;

state whether they have been prepared in accordance with IFRS as adopted by the UK, subject to any material departures disclosed and explained in the financial statements;

assess the Group and Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

use the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Results and dividends

The loss for the period, after taxation, amounted to £3,443,292.

The directors have not proposed a dividend for the period ending 31 December 2023

Page 3

 
DIMENSION UK HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Future developments

The SAG-AFTRA and Writers’ Guild strikes through the second half of calendar year 2023 proved extremely challenging for much of the Film & TV production industry. The Group was not impervious to the wider industry impact and a number of productions were delayed through that period and beyond. However, the Directors still consider the adoption of Virtual Production as a film making technique to be accelerating globally as real-time rendering, volumetric and mixed reality technologies mature, studios and directors are increasingly receptive to the creative solutions and efficiency they offer. Now the strikes were concluded in the Q4 calendar year timeframe, the Directors expect operations to rebound from the Strikes through calendar year 2024.
Virtual Production, as a storytelling tool, now touches every part of the Groups business, be it in Film & TV, Fashion, FMCG marketing or Sport - whether utilising Virtual World content creation services, Onset management services, and/or Virtual Human creation whether as animatable avatars or photo-realistic volumetric captures.
Prospective demand for Web3, artificial intelligence and blockchain-oriented services remains, albeit with certain concerns due to some of the sector and industry challenges encountered over the past year. Community engagement and digital merchandising remain a key agenda item as content creators and narrators look for new ways to engage with audiences and develop experiences. While this is a growing market, Web3 is not considered to be the sole fundamental source of new technology to Hammerhead Limited, and it is not expected to inhibit the Group from achieving its growth targets.
Given the challenges encountered during the second half of the 2023 calendar year, the Directors are forecasting tempered growth for the year end 31 December 2024 and beyond. However, the Directors are optimistic about a rebound and anticipate stabilised growth in the 2025 calendar year as film and television productions recover from the impact of the strikes and the wider world of entertainment continues to adopt virtual production and real-time technologies for content creation.

Engagement with employees

The Group is committed to providing equality of opportunity to all employees without discrimination and applied fair and equitable employment policies which ensure entry and progression within the Group. Appointments are determined solely by application of job criteria and competency.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Page 4

 
DIMENSION UK HOLDCO LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Post year end events

In February 2024, the Group obtained control of a 50% Joint Venture (JV), InCamera Limited, from DNEG (its JV Partner). As a result, the Group obtained control over the JV’s assets and consolidated its operations from the date control was gained. At the date of approval of the period ended 31 December 2023 financial statements, the final agreement for the JV transaction had not been signed.
In 2024, promissory loan notes (Notes) were issued by a majority shareholder. The value of these Notes is split between a principal value of $13.6m (£10.8m) and accrued interest $327.9k (£260.1k). These Notes will be converted into equity in Q1 2025.
If these Notes were reflected on a proforma basis as having been converted to equity effective 31, December 2024, the Notes liability would have been decreased and equity would have been increased by the corresponding amounts disclosed above.

Auditors

The auditorsHarris & Trotter LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 



S J Windsor
Director

Date: 28 February 2025
Page 5

 
DIMENSION UK HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIMENSION UK HOLDCO LIMITED
 

Opinion


We have audited the financial statements of Dimension UK Holdco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Incomethe Consolidated Statement of Financial Position, the Company Statement of Financial Positionthe Consolidated Statement of Cash Flowsthe Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies set out on pages 18 - 28. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.

In our opinion:

the financial statements give a true and fair view of the state of the Group's and the Parent Company's affairs as at 31 December 2023 and of the Group's loss for the period then ended;

the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the United Kingdomand

the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

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 auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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. Our evaluation of the directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:

Reviewing cash flow forecasts, challenging key assumptions, and performing stress testing on potential downside scenarios. We found that management's assumptions were reasonable and appropriately considered market and regulatory risks.

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 or the 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.

Page 6

 
DIMENSION UK HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIMENSION UK HOLDCO LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report, other than the financial statements and our auditors' report thereon.  The directors are responsible for the other information contained within the Annual ReportOur 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.

Opinion on other matters prescribed by the Companies Act 2006


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

the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

the Parent Company financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' 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 on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Group's and 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 7

 
DIMENSION UK HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIMENSION UK HOLDCO LIMITED (CONTINUED)


Auditors' 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 auditors' 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.

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent imitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:
• We obtained an understanding of the legal and regulatory frameworks applicable to the Company and the industry in which it operates. We determined that the following laws and regulations were most significant: IFRS and the Companies Act 2006.
• We obtained an understanding of how the Company is complying with those legal and regulatory frameworks by making enquiries of management.
• We challenged assumptions and judgments made by management in its significant accounting estimates. We did not identify any key audit matters relating to irregularities, including fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Page 8

 
DIMENSION UK HOLDCO LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIMENSION UK HOLDCO LIMITED (CONTINUED)



 
 
Daniel Walters (Senior Statutory Auditor)
  
for and on behalf of
Harris & Trotter LLP
 
Chartered Accountants
Statutory Auditors
  
101 New Cavendish Street
1st Floor South
London
W1W 6XH

28 February 2025
Page 9

 
DIMENSION UK HOLDCO LIMITED
 
 
 
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023


2023
Note
£

  

Revenue
 6 
6,303,438

Cost of sales
  
(2,235,790)

Gross profit
  
4,067,648

  

Other operating income
 7 
376

Administrative expenses
  
(5,939,165)

Loss from operations
  
(1,871,141)

  

Finance expense
 11 
(344,008)

Amounts written off and p/l on disposals
  
(563,215)

Loss before tax
  
(2,778,364)

  

Tax expense
 12 
(664,927)

Loss for the period
  
(3,443,291)

Other comprehensive income:

Items that will not be reclassified to profit or loss:
  

Items that will or may be reclassified to profit or loss:
  

  

  

Total comprehensive income
  
(3,443,291)

The notes on pages 18 to 51 form part of these financial statements.

Page 10

 
DIMENSION UK HOLDCO LIMITED
REGISTERED NUMBER: 14951203
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023
Note
£

Assets

Non-current assets
  

Property, plant and equipment
 13 
760,906

Intangible assets
 14 
18,657,826

Investments in equity-accounted associates
  
1

Other non-current investments
 17 
981,662

  
20,400,395

Current assets
  

Trade and other receivables
 18 
6,095,542

Cash and cash equivalents
  
145,419

  
6,240,961

Total assets

  

26,641,356

Liabilities

Non-current liabilities
  

Trade and other liabilities
 19 
9,959,655

Loans and borrowings
 20 
119,627

  
10,079,282

Current liabilities
  

Trade and other liabilities
 19 
4,552,077

Loans and borrowings
 20 
219,176

  
4,771,253

Total liabilities
  
14,850,535

Net assets
  
11,790,821


Issued capital and reserves attributable to owners of the parent
  

Share capital
 21 
15,239,685

Foreign exchange reserve
  
(5,572)

Retained earnings
  
(3,443,292)

  
11,790,821

TOTAL EQUITY
  
11,790,821

Page 11

 
DIMENSION UK HOLDCO LIMITED
REGISTERED NUMBER: 14951203
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023


The financial statements on pages 10 to 51 were approved and authorised for issue by the board of directors and were signed on its behalf by:

S J Windsor
Director

Date: 28 February 2025

The notes on pages 18 to 51 form part of these financial statements.

Page 12

 
DIMENSION UK HOLDCO LIMITED
REGISTERED NUMBER: 14951203
 
 
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023


2023
Note
£

Assets

Non-current assets
  

Other non-current investments
 17 
15,239,685

Trade and other receivables
 18 
9,959,655

  
25,199,340

Current assets
  

Trade and other receivables
 18 
1,366,018

  
1,366,018

Total assets

  

26,565,358

Liabilities

Non-current liabilities
  

Trade and other liabilities
 19 
9,959,655

  
9,959,655

Current liabilities
  

Trade and other liabilities
 19 
1,366,018

  
1,366,018

Total liabilities
  
11,325,673

Net assets
  
15,239,685


Issued capital and reserves attributable to owners of the parent
  

Share capital
 21 
15,239,685

TOTAL EQUITY
  
15,239,685







 
Page 13

 
DIMENSION UK HOLDCO LIMITED
REGISTERED NUMBER: 14951203
 
 
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2023


The financial statements on pages 10 to 51 were approved and authorised for issue by the board of directors and were signed on its behalf by:

S J Windsor
Director

Date: 28 February 2025

The notes on pages 18 to 51 form part of these financial statements.

Page 14

 
DIMENSION UK HOLDCO LIMITED

 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023



Share capital
Retained earnings
Total attributable to equity holders of parent
Total equity


£
£
£
£

Loss for the period
-
(3,443,291)
(3,443,291)
(3,443,291)

Total comprehensive income for the period
-
(3,443,291)
(3,443,291)
(3,443,291)

Issue of share capital
15,239,685
-
15,239,685
15,239,685

Total contributions by and distributions to owners
15,239,685
-
15,239,685
15,239,685

At 31 December 2023
15,239,685
(3,443,291)
11,796,394
11,796,394

The notes on pages 18 to 51 form part of these financial statements.

Page 15

 
DIMENSION UK HOLDCO LIMITED

 
 
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023



Share capital
Total equity


£
£

Issue of share capital
15,239,685
15,239,685

Total contributions by and distributions to owners
15,239,685
15,239,685

At 31 December 2023
15,239,685
15,239,685

The notes on pages 18 to 51 form part of these financial statements.

Page 16

 
DIMENSION UK HOLDCO LIMITED

 
 
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023


2023
Note
£

Cash flows from operating activities
  

Loss for the period
  
(3,443,291)

Adjustments for
  

Depreciation of property, plant and equipment
 13 
179,551

Impairment of property, plant and equipment
 13 
404,415

Amortisation of intangible fixed assets
 14 
839,099

Impairment on intangible assets
 14 
162,486

Interest paid
 11 
(4,330)

Change in fair value of existing loan notes
  
40,185

Corporation tax repayment
  
334,650

Foreign exchange movement
  
(22,236)

Taxation charge
 12 
664,927

Increase in trade and other receivables
  
(2,074,274)

Decrease in trade and other payables
  
(1,772,926)

Cash generated from operations
  
(4,691,744)

Net cash used in operating activities

  
(4,691,744)

Cash flows from investing activities
  

Acquisition of subsidiaries, net of cash acquired
 27 
450,210

Purchases of property, plant and equipment
  
(150,289)

Purchase of intangibles
 14 
(277,862)

Profit on disposal of digital assets
  
31,159

Net cash from investing activities

  
53,218

Cash flows from financing activities
  

Increase in Borrowings from parent to fund share purchase
  
4,555,903

Repayment of bank loans
  
(4,286)

Payments of finance lease creditors
  
(111,680)

Interest expense
  
344,008

Net cash from financing activities
  
4,783,945

Net increase in cash and cash equivalents
  
145,419

Cash and cash equivalents at the end of the period
  
145,419

The notes on pages 18 to 51 form part of these financial statements.

Page 17

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


Reporting entity

Dimension UK Holdco Limited (the 'Company') is a limited company incorporated in the United Kingdom. The Company's registered office is at Unit 35 Wimbledon Business Centre, Riverside Road, London, SW17 0BA. These consolidated financial statements comprise the Company and its subsidiaries (collectively the 'Group' and individually 'Group companies'). The Group is primarily involved in virtual producation and software development.


2.Accounting policies

 
2.1

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
has power over the investee;
is exposed, or has rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:
the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
potential voting rights held by the Company, other vote holders or other parties;
rights arising from other contractual arrangements; and
any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at this time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Page 18

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.1
Basis of consolidation (continued)


Changes in the Group's ownership interests in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and its calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent account under IAS 39, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.


2.2

Going concern

The financial statements have been prepared on the going concern basis which assumes that the Group will be able to continue in operation for the foreseeable future. 
The management has performed a detailed assessment which included looking at the cash flow positions, financial projections, potential future regulatory changes etc. As a result of their assessment and also based on the Group's current liquidity position, the directors are satisified that the going concern basis of preparation is appropriate for the financial statements for the period ended 31 December 2023. 

 
2.3

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment 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 its carrying amount, 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 based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Page 19

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties.
Revenue Recognition
Revenue is recognised in accordance with relevant accounting standards, IFRS 15. Revenue can be recognised when the following critera is met:
- Identification of the Contract: A contract must exist that creates enforceable rights and obligations between the Group and the client.
- Performance Obligations: Distinct performance obligations within the project contract must be identified. These can include milestones, deliverables, or phases of the project.
- Transaction Price: The transaction price, which is the total amount of consideration expected to be received for the project, must be determined.
- Allocation of Transaction Price: The transaction price should be allocated to the identified performance obligations based on their relative standalone selling prices.
- Satisfaction of Performance Obligations: Revenue will be recognised when (or as) performance obligations are satisfied by transferring control of a good or service to the client. This can occur at specific milestones or upon completion of the project.
This policy applies to all project-based activities conducted by the Group, including contracts for services, deliverables, and other project-related revenue streams.
Timing of Revenue Recognition
Percentage of Completion Method: For long-term projects, revenue will generally be recognised using the percentage of completion method, reflecting the extent of progress toward completion based on costs incurred relative to total estimated costs. 
Completed Contract Method: For short-term projects completed within a month or where the outcome is uncertain, revenue may be recognised upon project completion.

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

Page 20

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.5

Leasing

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


The Group as a lessee

The Group assesses whether a contract is or contains a lease, at inception of a contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. [Provide an explanation how the incremental borrowing rate is determined].

Lease payments included in the measurement of the lease liability comprise:

fixed lease payments (including in-substance fixed payments), less any lease incentives;

variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;

the amount expected to be payable by the lessee under residual value guarantees;

the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and

payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is included in the 'Loans and borrowings' line in the Consolidated Statement of Financial Position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever:

a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
Page 21

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.5
Leasing (continued)


 The Group as a lessee (continued)


The right-of-use assets are included in the 'Property, Plant and Equipment' and 'Investment Property' lines, as applicable, in the Consolidated Statement of Financial Position.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in note 2.9.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The Group has used this practical expedient.


2.6

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

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

  
2.7

Employee benefits


Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

 
2.8

Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.


(i) Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from ‘profit before tax’ as reported in the consolidated Consolidated Statement of Profit or Loss and Other Comprehensive Income because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Page 22

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.8
Taxation (continued)


(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

 
2.9

Property, plant and equipment

Items of property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment. Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Short-term leasehold property
4 years straight-line
Plant and machinery
4 years straight-line
Fixtures and fittings
4 years straight-line
Computer equipment
4 years straight-line
Right of use assets
Over the period of the lease

Page 23

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Intangible assets


Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

  
2.11

Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, 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). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal 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 (see note 2.9).

When an impairment loss subsequently reverses, the carrying amount of the asset (or a 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 (see note 2.9).

 
2.12

Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Page 24

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

 
2.14

Financial liabilities and equity instruments


(i) Classification as debt or equity

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.


(ii) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

Page 25

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial liabilities and equity instruments (continued)


(iii) Compound instruments

The component parts of compound instruments (convertible notes) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company's own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date.

A conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to share premium/other equity. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to retained profits/other equity. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method.


(iv) Financial liabilities

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Group, and commitments issued by the Group to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

Financial liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which IFRS 3 applies, (ii) held for trading, or (iii) it is designated as at FVTPL.

A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of repurchasing it in the near term;
on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
it is a derivative, except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument.

Page 26

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial liabilities and equity instruments (continued)


(iv) Financial liabilities (continued)

A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if:
such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or
it forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss to the extent that they are not part of a designated hedging relationship (see note ). The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘fair value gains/losses' line item.

However, for financial liabilities that are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability's credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. The remaining amount of change in the fair value of the liability is recognised in profit or loss. Changes in fair value attributable to a financial liability's credit risk that are recognised in other comprehensive income are not subsequently reclassified to profit or loss; instead, they are transferred to retained earnings upon derecognition of the financial liability.

Gains or losses on financial guarantee contracts and loan commitments issued by the Group that are designated by the Group as at FVTPL are recognised in profit or loss.

Fair value is determined in the manner described in note 24.

Financial liabilities subsequently measured at amortised cost

Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held for trading, or (iii) designated as at FVTPL, are subsequently measured at amortised cost using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.


 

Page 27

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.14
Financial liabilities and equity instruments (continued)


(iv) Financial liabilities (continued)

Foreign exchange gains and losses

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the 'finance income' or 'finance expense' line item, for gains and losses respectively, in profit or loss for financial liabilities that are not part of a designated hedging relationship.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship.

See note  regarding the recognition of exchange differences where the foreign currency risk component of a financial liability is designated as a hedging instrument for a hedge of foreign currency risk.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.


3.


Basis of preparation

The Group's consolidated and the Company's individual financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations as adopted by the UK (collectively IFRSs). They were authorised for issue by the Company's board of directors on 28 February 2025.

Details of the Group's accounting policies, including changes during the period, are included in note 2.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of Comprehensive Income in these financial statements.

In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.

Page 28

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.Basis of preparation (continued)


3.1 Basis of measurement

The financial statements have been prepared on the historical cost basis except for the following items, which are measured on an alternative basis on each reporting date.


Items


None


3.2 Changes in accounting policies

i) New standards, interpretations and amendments effective from 21 June 2023

IFRS 9 and 15

There are no material adjustments required to be made to the Group's consolidated financial statements as a result of the application of IFRS 9 and IFRS 15 from 21 June 2023.

IFRS 15

The Group has applied IFRS 15 retrospectively from 21 June 2023


IFRS 16

The date of initial application of IFRS 16 for the Group is 21 June 2023.

There are no material adjustments required to be made to the Group's consolidated financial statements as a result of the application of IFRS 16.

The Group has applied IFRS 16 using the full retrospective approach.



4.


Functional and presentation currency

These consolidated financial statements are presented in pound sterling, which is the Company's functional currency. All amounts have been rounded to the nearest pound, unless otherwise indicated.

Page 29

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Accounting estimates and judgments

5.1 Estimates and Judgments

Impairment of Investments

The Company considers whether the investment in subsidiaries and all other investments should be impaired. At the reporting date, where an indication of impairment is identified the recoverable value is estimated. The estimate requires the estimation of future cash flows and also a selection of appropriate discount rates in order to calculate the net present value of those cash flows.
During the prior period, a hive up took place in respect of the Company's investment in two subsidiaries, this included the recognition of a business combination via goodwill within the Company's single entity accounts.

Impairment of Intangible Assets

The annual amortisation charge for intangible assets is sensitive to changes in the estimated useful economic life. Impairment reviews are performed only if there is indication of impairment. The carrying amount of the intangible asset is therefore amended when neccessary to reflect the current estimate by the director of the higher of the asset's fair value in use less costs of disposal and its value in use.
Where an indication of impairment to goodwill is identified, the estimation of the recoverable value requires estimation of the future cash flows from the relevant cash generating units and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

Depreciation & Amortisation

Fixed and Intangible assets are depreciated and amortised over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed anually and may vary depending on a number of factors. In reassessing asset lives, factors such as technological innovation are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Income Tax

The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Revenue Recognition

Management continually assess the projected total costs of production. On the basis of these estimates, revenue is recognised. Where productions are in progress at the period end and where billing exceeds the value of the work done, the excess is classified as deferred income and is shown within creditors.

Page 30

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Revenue


The following is an analysis of the Group's revenue for the period from continuing operations:


2023
£


Virtual production, volumetric capture and contract revenue
6,303,438

6,303,438


7.


Other operating income

2023
£


Other operating income
69

Royalty receivable
307

376


8.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


2023
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
55,000

Taxation compliance services
7,000

All non-audit services not included above
28,000

Page 31

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Employee benefit expenses

Group


2023
£

Employee benefit expenses (including directors) comprise:

Wages and salaries
2,935,087

National insurance
353,412

Defined contribution pension cost
127,159

3,415,658

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company listed on page , and the Financial Controller of the Company.


2023
£


Salary
196,189

Defined contribution scheme costs
21,037

217,226

The monthly average number of persons, including the directors, employed by the Group during the period was as follows:


2023
No.

Employees
100

100


10.


Directors' remuneration

2023
£


Directors' emoluments
196,189

Group contributions to pension schemes
21,037

217,226


Page 32

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

11.


Finance income and expense

Recognised in profit or loss


2023
£



Finance expense

Bank interest payable
4,330

Interest on lease liabilities
12,790

Other loan interest payable
326,888

Total finance expense
344,008


Net finance expense recognised in profit or loss
(344,008)






12.


Tax expense

12.1 Income tax recognised in profit or loss



2023
£

Current tax

Current tax on profits for the period
3,002

Total current tax
3,002



Origination and reversal of timing differences
661,925

Total deferred tax
661,925


664,927


Total tax expense

Tax expense
664,927

664,927

Page 33

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.Tax expense (continued)


12.1 Income tax recognised in profit or loss (continued)

The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:


2023
£


(Loss)/profit for the period
(3,443,292)

Income tax expense (including income tax on associate, joint venture and discontinued operations)
664,927

(Loss)/profit before income taxes
(2,778,365)


Tax using the Company's domestic tax rate of 25% (25%)
(694,591)

Non-tax deductible amortisation of goodwill and impairment
101,104

Expenses not deductible for tax purposes, other than goodwill, amortisation and impairment
740

Capital allowances for the period in excess of depreciation
6,370

Short-term timing difference leading to an increase/(decrease) in taxation
661,925

Unrelieved tax losses carried forward
589,379

Total tax expense
664,927

Changes in tax rates and factors affecting the future tax charges

There were no factors that may affect future tax charges.

12.2 Current tax assets and liabilities

2023
£

Current tax assets

Corporation tax repayable
313,911

313,911

Current tax liabilities

Corporation tax payable
5,625

5,625

Page 34

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.Tax expense (continued)

12.3 Deferred tax balances

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated statement of financial position:








Recognised in profit or loss
On Acquisition/disposals
Closing balance
        £
        £
        £
2023
Equity-settled share-based payments

(661,925)

661,925

-



(661,925)


661,925


-


Page 35
 


 
DIMENSION UK HOLDCO LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.


Property, plant and equipment


Group





Short-term leasehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Right of use assets
Total

£
£
£
£
£
£



Cost or valuation








Additions
1,533
24,446
-
129,624
-
155,603


Acquisition of subsidiary
77,987
100,346
45,304
620,922
973,692
1,818,251



At 31 December 2023
79,520
124,792
45,304
750,546
973,692
1,973,854


Short-term leasehold property
Plant and machinery
Fixtures and fittings
Computer equipment
Right of use assets
Total

£
£
£
£
£
£



Accumulated depreciation and impairment








Charge for the period
8,993
10,165
1,781
66,308
-
87,247


Charge for the period on right-of-use assets
-
-
-
-
92,305
92,305


Acquisition of subsidiary
44,619
62,327
36,011
325,231
565,211
1,033,399



At 31 December 2023
53,612
72,492
37,792
391,539
657,516
1,212,951



Net book value


At 31 December 2023
25,908
52,300
7,512
359,007
316,176
760,903
Page 36

 


 
DIMENSION UK HOLDCO LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.Property, plant and equipment (continued)


Page 37
 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

13.Property, plant and equipment (continued)


13.1. Assets held under leases


The net book value of owned and leased assets included as "Property, plant and equipment" in the Consolidated Statement of Financial Position is as follows:

31 December 2023
£


Property, plant and equipment owned
444,730

Right-of-use assets, excluding investment property
316,176

760,906

Information about right-of-use assets is summarised below:

Net book value

31 December 2023
£

Leasehold buildings
316,176

316,176

Depreciation charge for the period ended

31 December 2023
£

Leasehold buildings
92,305

92,305

Page 38
 


 
DIMENSION UK HOLDCO LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Intangible assets

Group





Goodwill
Development expenditure
Digital assets
Intangible assets acquired on business combinations
Total

£
£
£
£
£



Cost







Additions
7,275,450
277,862
-
-
7,553,312


Acquired through business combinations
-
-
-
11,400,000
11,400,000


Disposals
-
-
(34,846)
-
(34,846)


On acquisition of subsidiaries
-
797,825
34,846
-
832,671



At 31 December 2023
7,275,450
1,075,687
-
11,400,000
19,751,137

Page 39

 


 
DIMENSION UK HOLDCO LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.Intangible assets (continued)


Goodwill
Development expenditure
Intangible assets acquired on business combination
Total

£
£
£
£



Accumulated amortisation and impairment






Charge for the period
-
17,789
821,310
839,099


Acquired through business combinations
-
95,411
-
95,411


Impairment charge
-
158,800
-
158,800


At 31 December 2023
-
272,000
821,310
1,093,310



Net book value


At 31 December 2023
7,275,450
803,687
10,578,690
18,657,827

Page 40
 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Goodwill

Group


2023
£

Cost
7,275,450

7,275,450

2023
£

Cost

Additions
7,275,450

At 31 December

7,275,450

Accumulated impairment

At 31 December
-

See note 27 for further detail on Goodwill


16.


Subsidiaries

Details of the Group's material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary
Place of incorporation and operation
Proportion of ownership interest and voting power held by the Group (%)


2023





1Dimension UK Bidco Limited


United Kingdom
 
100

2Hammerhead Interactive Limited


United Kingdom
 
100

3General Systems Vehicle Limited


United Kingdom
 
100

4TMRW Ventures Limited


United Kingdom
 
100

5Time-Slice Films Limited


United Kingdom
 
100

6Dome ITG, S.I.


Spain
 
100

7Dimension Studio NZ Limited


New Zealand
 
100

8Dimension Studio Limited


United Kingdom
 
100

98th Dimension Limited


United Kingdom
 
100


Page 41

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

17.

Other non-current investments


Group

2023
Note
£

Unlisted investments
  
981,662

  
981,662


Company

2023
Note
£

Investments in subsidiary companies
 16 
15,239,685

  
15,239,685


18.


Trade and other receivables



Group

2023
£


Current

Trade receivables
1,722,121

Trade receivables - net
1,722,121

Prepayments and accrued income
973,100

Other receivables
3,400,321

Total current trade and other receivables
6,095,542

Page 42

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Company

2023
£

Non-current

Other receivables
9,959,655

Total non-current trade and other receivables
9,959,655


Current

Other receivables
1,366,018

Total current trade and other receivables
1,366,018


19.


Trade and other payables



Group

2023
£

Non-current

Other payables
9,959,655

Total non-current trade and other payables
9,959,655


Current

Trade payables
318,656

Payables to parent company
2,270,694

Other payables
171,833

Accruals
122,177

Other payables - tax and social security payments
455,691

Deferred income
1,213,026

Total current trade and other payables
4,552,077

Page 43

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Company

2023
£

Non-current

Other payables
9,959,655

Total non-current trade and other payables
9,959,655


Current

Other payables
1,366,018

Total current trade and other payables
1,366,018


20.


Loans and borrowings


Group

2023
£

Non-current

Bank loans
16,667

Lease liabilities
102,960

119,627

Current

Bank loans
10,000

Lease liabilities
209,176

219,176

Total loans and borrowings
338,803

21.


Share capital

Authorised

2023
2023
Number
£

Shares treated as equity
Ordinary shares of £1.00 each

15,239,685

15,239,685

15,239,685

15,239,685


Page 44

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

21.Share capital (continued)

Issued and fully paid

2023
2023
Number
£

Ordinary shares of £1.00 each

Shares issued

15,239,685

15,239,685

At 31 December
15,239,685

15,239,685



22.


Reserves


Foreign exchange reserve

The foreign exchange reserve comprises differences on foreign exchange arising from translating opening net assets at historical rate and results in the period at actual rate in overseas subsidiaries on consolidation.

Retained earnings

The proflit and loss account comprises all realised, accumulated profits less all realised accumulated losses.

Page 45

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

23.


Leases


Group




(i) Leases as a lessee



The nature of the leasing activities undertaken by the Group are that of the lease of office buildings.


Lease liabilities are due as follows:

2023
£

Contractual undiscounted cash flows due

Not later than one year
223,359

Between one year and five years
112,077

335,436


Lease liabilities included in the Consolidated Statement of Financial Position at 31 December
312,136


Non-current
102,961

Current
209,176


The following amounts in respect of leases have been recognised in profit or loss:

2023
£

Interest expense on lease liabilities
(12,790)

Expenses relating to short-term leases
(41,298)

Page 46

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

24.


Financial instruments - fair values and risk management

24.1 Accounting classifications and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.


31 December 2023
Note
FVTPL - others
Amortised cost
Total


        £
        £
        £

Financial assets not measured at fair value


  





Trade and other receivables

 18 

-

5,469,846

5,469,846

Cash and cash equivalents

  

114,260

-

114,260



  


114,260
5,469,846
5,584,106
Financial liabilities not measured at fair value


  





Bank loans

 20 

-

26,667

26,667

Financial lease liabilities

 20 

-

312,136

312,136

Trade and other payables

 19 

-

13,429,733

13,429,733


  


-
13,768,536
13,768,536


24.2 Credit risk management

Credit risk arises from cash and cash equivalents as well as credit exposures to customers, including outstanding receivables. The Group has policies in place to ensure that sales are made to customers with appropriate credit worthiness. The use of prepayments limits exposure to credit risk in some cases.
The maximum financial exposure due to credit risk on the Groups financial assets, representing the sum of cash and cash equivalents, trade receivables and other current assets, as at 31 December 2023 was £5,584,106

Page 47
 


 
DIMENSION UK HOLDCO LIMITED


 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

24.Financial instruments - fair values and risk management (continued)



24.3 Liquidity risk management

Liquidity and interest risk tables

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Group may be required to pay.

Carrying amount
Total
1 - 3 months
3 - 12 months
1 - 2 years
2 - 5 years
More than 5 years
        £
        £
        £
        £
        £
        £
        £
31 December 2023









Bank loans

26,667

26,667

2,500

7,500

10,000

6,667

-

Finance lease liabilities

312,136

312,136

52,294

156,882

34,320

68,640

-

Trade and other payables

3,429,733

3,429,733

3,429,733

-

-

-

-



3,768,536
3,768,536
3,484,527
164,382
44,320
75,307
-

Page 48
 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

25.


Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

During the period the Group provided services to an entity jointly controlled by an entity under common control with the Group totaling £4,551,563. During the period the Group was also provided services by the same related party totaling £1,751,186 and at the period-end £904,676 was outstanding.
During the period loan notes (Notes) were issued to the Company by it's parent undertaking. The principal value of the Notes is £9.96m with interest accruing at 6% per annum, at the period end the accrued interest balance was £326.9k.


26.


Controlling party

At the date of approval of the financial statements, the direct parent of the Group is Dimension Corporate Holdings LLC, a US based Company and the ultimate controlling party of the Group is Dimension Group Parent LLC, a US based Company.


27.


Business combinations during the period

27.1 Subsidiaries acquired


Name

Date of acquisition
Proportion of voting equity interests acquired
Consideration transferred




%
£


Hammerhead Interactive Limited


17/07/23

100

8,031,585


General Systems Vehicle Limited


17/07/23

100

13,937,686






21,969,271

27.2 Consideration transferred



Hammerhead Interactive Limited
General Systems Vehicle Limited
        £
        £



Cash

3,179,165

8,870,636

Loan notes

4,852,420

5,067,050


8,031,585
13,937,686

Page 49

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

27.Business combinations during the period (continued)


27.2 Consideration transferred (continued)


 

27.3 Assets acquired and liabilities recognised at the date of acquisition





Hammerhead Interactive Limited Group
General Systems Vehicle Limited
Other Assets acquired on Business combination
Total
        £
        £
        £
        £
Non-current assets






Property, plant and equipment

790,168

-

-

790,168

Intangible assets

702,414

1,091,869

11,400,000

13,194,283

Investments

1,386,077

1

-

1,386,078

Current assets






Cash and cash equivalents

446,547

3,663

-

450,210

Trade and other receivables

4,631,743

126,239

-

4,757,982

Deferred tax asset

661,925

-

-

661,925

Non-current liabilities






Loans and borrowings

(23,333)

-

-

(23,333)

Other Non-current liabilities

(560,796)

-

-

(560,796)

Current liabilities






Trade and other liabilities

(5,429,031)

(234,379)

-

(5,663,410)

Loans and borrowings

(299,286)

-

-

(299,286)


2,306,428
987,393
11,400,000
14,693,821

27.4 Goodwill arising on acquisition





Hammerhead Interactive Limited Group
General Systems Vehicle Limited
Other assets acquired on Business combination
Total
        £
        £
        £
        £
Consideration transferred

8,031,585

13,937,686

-

21,969,271

Fair value of identifiable net assets acquired

(2,306,428)

(987,393)

(11,400,000)

(14,693,821)

Goodwill arising on acquisition


5,725,157
12,950,293
(11,400,000)
7,275,450

Page 50

 
DIMENSION UK HOLDCO LIMITED
 
 
 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

27.Business combinations during the period (continued)


27.5 Acquisitions within the period

On July 17 2023 Dimension UK Holdco Limited acquired the Hammerhead Interactive Limited Group and
General Systems Vehicle Limited. This led to an indirect acquisition of the subsidiaries of Hammerhead
Interactive Limited which are as follows:
TMRW Ventures Limited
Time-Slice Films Limited
Dome ITG, S.I.
Dimension Studio Limited
Dimension Studio NZ Limited
8th Dimension Limited
The Consideration paid and fair value of the identifiable net assets acquired have been calculated on a
consolidated basis for the purpose of goodwill on acquisition.
Other Intangible assets acquired on Business combination:
Trade Name - £2,000,000 - Amortised over 10 years
Volumetric Caputure Technology - £3,400,000 - Amortised over 4 years
Customer Relationships - £6,000,000 - Amortised over 8 years

Page 51