Registration number:
for the
Year Ended 31 December 2024
Gamebench Limited
Contents
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Company Information |
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Strategic Report |
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Directors' Report |
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Statement of Directors' Responsibilities |
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Independent Auditor's Report |
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Consolidated Profit and Loss Account |
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Consolidated Statement of Comprehensive Income |
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Consolidated Balance Sheet |
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Balance Sheet |
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Consolidated Statement of Changes in Equity |
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Statement of Changes in Equity |
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Consolidated Statement of Cash Flows |
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Notes to the Financial Statements |
Gamebench Limited
Company Information
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Directors |
C N Cesmig K Hariharakrishnan H A G Mullaly P E Swinstead |
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Registered office |
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Auditors |
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Gamebench Limited
Strategic Report for the Year Ended 31 December 2024
The directors present their strategic report for the year ended 31 December 2024.
Principal activity
The principal activity of the group is the provision of mobile applications which monitor gaming performance.
Fair review of the business
The results for the year which are set out in the profit and loss account show group turnover of £1,051,601 (2023 - £1,382,114) EBITDA of £186,710 (2023 - £252,933) and a group operating loss of £217,666 (2023 - £149,881). At 31 December 2024, the group had net liabilities of £292,295 (2023 - £92,026).
The directors consider the performance for the year and the financial position at the year end to be satisfactory.
The group's key financial and other performance indicators during the year were as follows:
|
Unit |
2024 |
2023 |
|
|
Turnover |
£ |
1,051,601 |
1,382,114 |
|
Gross profit margin |
% |
93 |
94 |
|
Loss before tax |
£ |
(240,228) |
(181,215) |
|
EBITDA |
£ |
186,710 |
252,933 |
|
Net liabilities |
£ |
(292,295) |
(92,026) |
Principal risks and uncertainties
The management of the business and the nature of the group's strategy is subject to risks. The directors have set out below the principal risks facing the business and how these are mitigated.
Competition
The group operates in a competitive industry, with new entrants engaging in advanced technology. The group continue to invest in product development to ensure that have product offerings to meet consumer needs.
Economic factors
Economic factors such as inflation rates, interest rates and foreign currency exchange rates can impact on the results of the group. The directors monitor the economy to try and mitigate any impacts on the group's performance.
Approved by the
Director
Gamebench Limited
Directors' Report for the Year Ended 31 December 2024
The directors present their report and the for the year ended 31 December 2024.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
The group's financial instruments comprise borrowings, cash and various other items such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group.
The group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages these through credit control procedures. The nature of these financial instruments means they are not subject to liquidity risk.
Principal risks and uncertainties
The group is exposed to certain financial risks as explained below:
Liquidity risk
The directors monitor cash flows to ensure the group is able to meet its operational requirements. The group's facilities are reviewed regularly to ensure the group has adequate financial headroom to enable obligations to be met.
Credit risk
The group offers certain of its customers credit. Before credit terms are agreed, an assessment of the customer's credit rating is undertaken to ensure the group is not exposed to major credit risk.
Foreign exchange risk
A number of the group's sales are transacted in non-sterling currencies. As a result, exchange rate fluctuations impact on the results and cash flows of the group. Fluctuations in exchange rates are carefully monitored by the directors.
Future developments
The company plans to invest in the development of new products to support growth and meet evolving customer needs.
Going concern
The financial statements have been prepared on a going concern basis. The directors have considered the group's financial position, cash flow forecasts and the availability of financial support.
On the basis of the group’s forecasts and having received letters of support from the investors, who have indicated that they will not seek repayment of amounts due to them and, if required, will provide further funding so as to ensure the group is able to continue trading for at least the next 12 months post-signing of these financial statements, the directors consider it appropriate to prepare the financial statements on a going concern basis. The forecasts assume that existing debt facilities will continue on no less favourable terms than current arrangements. The financial statements do not include any adjustments that would result from insufficient facilities being made available to the group.
Disclosure of information to the auditor
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Gamebench Limited
Directors' Report for the Year Ended 31 December 2024
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Gamebench Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Strategic Report, Directors' 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 of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• | select suitable accounting policies and apply them consistently; |
• | make judgements and accounting estimates that are reasonable and prudent; |
• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and |
• | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Gamebench Limited
Independent Auditor's Report to the Members of Gamebench Limited
Opinion
We have audited the financial statements of Gamebench Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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:
• | give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's loss for the year then ended; |
• | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• | have been prepared in accordance with the requirements of the Companies Act 2006. |
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 responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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• |
the information given in the Strategic Report and Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
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• |
the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements. |
Gamebench Limited
Independent Auditor's Report to the Members of Gamebench Limited
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 5, 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.
Auditor 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.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered the nature of the group’s and parent company's industry and their control environment and reviewed the group’s and parent company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.
We obtained an understanding of the legal and regulatory framework that the group and parent company operate in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s and parent company's ability to operate or to avoid a material penalty.
We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits conducted in accordance with ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
Gamebench Limited
Independent Auditor's Report to the Members of Gamebench Limited
In addition to the above, our procedures to respond to the risks identified included the following:
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• |
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect of the financial statements; |
|
• |
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud; and |
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• |
enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations. |
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
For and on behalf of
Staverton Court
Staverton
GL51 0UX
Gamebench Limited
Consolidated Profit and Loss Account for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Turnover |
|
|
|
|
Cost of sales |
( |
( |
|
|
Gross profit |
|
|
|
|
Administrative expenses |
( |
( |
|
|
Operating loss |
( |
( |
|
|
Interest payable and similar charges |
( |
( |
|
|
Loss before tax |
( |
( |
|
|
Taxation |
|
( |
|
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
Gamebench Limited
Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2024
|
2024 |
2023 |
|
|
Loss for the year |
( |
( |
|
Foreign currency translation losses |
( |
( |
|
Total comprehensive income for the year |
( |
( |
|
Total comprehensive income attributable to: |
||
|
Owners of the company |
( |
( |
Gamebench Limited
(Registration number: 08187280)
Consolidated Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
( |
|
|
|
Provisions for liabilities |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
( |
( |
Approved and authorised by the
Director
Gamebench Limited
(Registration number: 08187280)
Balance Sheet as at 31 December 2024
|
Note |
2024 |
2023 |
|
|
Fixed assets |
|||
|
Intangible assets |
|
|
|
|
Tangible assets |
|
|
|
|
Investments |
|
|
|
|
|
|
||
|
Current assets |
|||
|
Debtors |
|
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
||
|
Creditors: Amounts falling due within one year |
( |
( |
|
|
Net current liabilities |
( |
( |
|
|
Total assets less current liabilities |
( |
( |
|
|
Provisions for liabilities |
( |
( |
|
|
Net liabilities |
( |
( |
|
|
Capital and reserves |
|||
|
Called up share capital |
|
|
|
|
Share premium reserve |
|
|
|
|
Capital redemption reserve |
|
|
|
|
Profit and loss account |
( |
( |
|
|
Total equity |
( |
( |
The company made a loss after tax for the financial year of £207,786 (2023 - loss of £261,290).
Approved and authorised by the
Director
Gamebench Limited
Consolidated Statement of Changes in Equity for the Year Ended 31 December 2024
Equity attributable to the parent company
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
( |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
Other comprehensive income |
- |
- |
- |
( |
( |
|
Total comprehensive income |
- |
- |
- |
( |
( |
|
At 31 December 2023 |
1,146 |
497,379 |
254 |
(590,805) |
(92,026) |
Gamebench Limited
Statement of Changes in Equity for the Year Ended 31 December 2024
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
|
At 1 January 2024 |
|
|
|
( |
( |
|
Loss for the year |
- |
- |
- |
( |
( |
|
At 31 December 2024 |
|
|
|
( |
( |
|
Share capital |
Share premium |
Capital redemption reserve |
Profit and Loss account |
Total |
|
|
At 1 January 2023 |
|
|
|
( |
|
|
Loss for the year |
- |
- |
- |
( |
( |
|
At 31 December 2023 |
1,146 |
497,379 |
254 |
(722,123) |
(223,344) |
Gamebench Limited
Consolidated Statement of Cash Flows for the Year Ended 31 December 2024
|
Note |
2024 |
2023 |
|
|
Cash flows from operating activities |
|||
|
Loss for the year |
( |
( |
|
|
Adjustments to cash flows from non-cash items |
|||
|
Depreciation and amortisation |
|
|
|
|
Finance costs |
|
|
|
|
Income tax expense |
( |
|
|
|
|
|
||
|
Working capital adjustments |
|||
|
(Increase)/decrease in trade debtors |
( |
|
|
|
Decrease in trade creditors |
( |
( |
|
|
Cash generated from operations |
( |
|
|
|
Income taxes received/(paid) |
|
( |
|
|
Net cash flow from operating activities |
( |
|
|
|
Cash flows from investing activities |
|||
|
Acquisitions of tangible assets |
( |
( |
|
|
Proceeds from sale of tangible assets |
- |
|
|
|
Acquisition of intangible assets |
( |
( |
|
|
Net cash flows from investing activities |
( |
( |
|
|
Cash flows from financing activities |
|||
|
Interest paid |
( |
( |
|
|
Net (decrease)/increase in cash and cash equivalents |
( |
|
|
|
Cash and cash equivalents at 1 January |
|
|
|
|
Effect of exchange rate fluctuations on cash held |
( |
( |
|
|
Cash and cash equivalents at 31 December |
133,113 |
406,009 |
|
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
|
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
Gamebench Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. Exemptions have been taken in relation to presentation of the company statement of cash flows and presentation of the company profit and loss statement.
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2024.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
No profit and loss account is presented for the company as permitted by Section 408 of Companies Act 2006.
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
Going concern
The financial statements have been prepared on a going concern basis. The directors have considered the group's financial position, cash flow forecasts and the availability of financial support.
On the basis of the group’s forecasts and having received letters of support from the investors, who have indicated that they will not seek repayment of amounts due to them (as detailed in notes 17 and 22) and, if required, will provide further funding so as to ensure the group is able to continue trading for at least the next 12 months post-signing of these financial statements, the directors consider it appropriate to prepare the financial statements on a going concern basis. The forecasts assume that existing debt facilities will continue on no less favourable terms than current arrangements. The financial statements do not include any adjustments that would result from insufficient facilities being made available to the group.
Critical accounting judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Judgements
No significant judgements have been made by management in preparing these financial statements. |
Key sources of estimation uncertainty
Fair value of share based payments:
Determining the fair value of share based payments requires estimation of the key inputs into an appropriate valuation model. The directors have appropriately assessed the fair value using the Black-Scholes method and deemed the adjustment to be immaterial in respect of the share based payment transactions.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.
Revenue from the provision of licences is recognised over the period of the licence agreement.
Revenue from the provision of maintenance and support is also recognised over the period of the contract.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
|
Asset class |
Depreciation method and rate |
|
Fixtures and fittings |
25% Straight line |
Development costs
Development costs are initially measured at cost. After initial recognition, development costs are measured at cost less any accumulated amortisation and any accumulated impairment losses.
Amortisation
Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:
|
Asset class |
Amortisation method and rate |
|
Development costs |
25% Straight line |
Investments
Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade debtors
Trade debtors are amounts due from customers for services performed in the ordinary course of business.
Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Research and development
Research expenditure is capitalised as an intangible asset and tax credits arising thereon are credited to the accounts in the year in which the expenditure is incurred. The tax credits are received following the end of the accounting period to which they relate.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Financial instruments
Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Impairment
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
Share based payments
The group operates an equity-settled, share-based compensation plan, under which the entity receives services from employees as consideration for equity instruments (options) of the entity. The fair value of the employee services received is measured by reference to the estimated fair value at the grant date of equity instruments granted and is recognised as an expense over the vesting period. The estimated fair value of the option granted is calculated using the Black Scholes option pricing model. The directors have appropriately assessed the fair value using the Black-Scholes model and deem the adjustment to be immaterial in respect of the share based payment transactions.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
|
Turnover |
The analysis of the group's Turnover for the year from continuing operations is as follows:
|
2024 |
2023 |
|
|
Rendering of services |
|
|
The analysis of the group's turnover for the year by market is as follows:
|
2024 |
2023 |
|
|
UK |
|
|
|
Rest of world |
|
|
|
|
|
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Interest payable and similar expenses |
|
2024 |
2023 |
|
|
Interest expense on other finance liabilities |
|
|
|
Operating profit |
Arrived at after charging
|
2024 |
2023 |
|
|
Depreciation expense |
|
|
|
Amortisation expense |
|
|
|
Foreign exchange losses |
|
|
|
Operating lease expense - property |
|
|
|
Earnings before interest, tax, depreciation and amortisation |
EBITDA reconciles to the operating profit/(loss) as follows:
|
2024 |
2023 |
|
|
£ |
£ |
|
|
Loss before tax |
(240,228) |
(181,215) |
|
Interest |
22,562 |
31,334 |
|
Depreciation |
20,121 |
31,161 |
|
Amortisation |
384,255 |
371,653 |
|
Earnings before interest, tax, depreciation and amortisation |
186,710 |
252,933 |
|
Staff costs |
Group
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and support |
|
|
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Company
The aggregate payroll costs (including directors' remuneration) were as follows:
|
2024 |
2023 |
|
|
Wages and salaries |
|
|
|
Social security costs |
|
|
|
Pension costs, defined contribution scheme |
|
|
|
|
|
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
|
2024 |
2023 |
|
|
Administration and sales |
|
|
|
Directors' remuneration |
The directors' remuneration for the year was as follows:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Contributions paid to money purchase schemes |
|
|
|
254,449 |
345,123 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
|
2024 |
2023 |
|
|
Accruing benefits under defined contribution pension scheme |
|
|
In respect of the highest paid director:
|
2024 |
2023 |
|
|
Remuneration |
|
|
|
Auditors' remuneration |
|
2024 |
2023 |
|
|
Audit of these financial statements |
19,600 |
17,600 |
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
|
2024 |
2023 |
|
|
Current taxation |
||
|
UK corporation tax |
( |
( |
|
Adjustments in respect of prior years |
( |
( |
|
Double taxation relief |
- |
( |
|
Foreign tax |
8,214 |
- |
|
Foreign tax - adjustments in respect of prior years |
18,830 |
7,953 |
|
(9,953) |
(56,423) |
|
|
Deferred taxation |
||
|
Arising from origination and reversal of timing differences |
( |
( |
|
Increase in UK and foreign current tax from unrecognised tax loss or credit |
- |
100,122 |
|
Total deferred taxation |
( |
|
|
Tax (receipt)/expense in the income statement |
( |
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2023 - lower than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
|
2024 |
2023 |
|
|
Loss before tax |
( |
( |
|
Corporation tax at standard rate |
( |
( |
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
|
Effect of foreign tax rates |
- |
( |
|
Deferred tax expense (credit) relating to changes in tax rates or laws |
- |
(377) |
|
UK deferred tax expense (credit) relating to changes in tax rates or laws |
- |
(840) |
|
Revision of prior years' corporation tax |
15,343 |
- |
|
Tax decrease from effect of capital allowances and depreciation |
- |
( |
|
Tax increase arising from group relief |
- |
|
|
Tax increase from effect of adjustment in research and development tax credit |
|
|
|
Tax decrease from effect of indexation allowance on capital gains |
( |
( |
|
Other differences |
1,324 |
(5,873) |
|
Total tax (credit)/charge |
( |
|
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
Deferred tax
Group
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
|
2023 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
Company
Deferred tax assets and liabilities
|
2024 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
|
2023 |
Liability |
|
Fixed asset timing differences |
|
|
Short term timing differences |
( |
|
|
|
Intangible assets |
Group and company
|
Development costs |
|
|
Cost |
|
|
At 1 January 2024 |
|
|
Additions acquired separately |
|
|
At 31 December 2024 |
|
|
Amortisation |
|
|
At 1 January 2024 |
|
|
Amortisation charge |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Tangible assets |
Group
|
Fixtures and fittings |
|
|
Cost |
|
|
At 1 January 2024 |
|
|
Additions |
|
|
At 31 December 2024 |
|
|
Depreciation |
|
|
At 1 January 2024 |
|
|
Charge for the year |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Company
|
Fixtures and fittings |
|
|
Cost |
|
|
At 1 January 2024 |
|
|
Additions |
|
|
At 31 December 2024 |
|
|
Depreciation |
|
|
At 1 January 2024 |
|
|
Charge for the year |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Investments |
Company
|
2024 |
2023 |
|
|
Investments in subsidiaries |
|
|
|
Subsidiaries |
£ |
|
Cost |
|
|
At 1 January 2024 |
|
|
At 31 December 2024 |
|
|
Carrying amount |
|
|
At 31 December 2024 |
|
|
At 31 December 2023 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
|
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
2024 |
2023 |
|||
|
Subsidiary undertakings |
||||
|
|
1209 Orange Street
|
|
|
|
The principal activity of Gamebench Inc. is the provision of sales and marketing activities in the USA.
|
Debtors |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Trade debtors |
|
|
|
|
|
Amounts due from group undertakings |
- |
- |
- |
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
|
|
Corporation tax asset |
|
|
|
|
|
|
|
|
|
|
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Cash and cash equivalents |
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Cash at bank |
|
|
|
|
|
Creditors |
|
Group |
Company |
||||
|
Note |
2024 |
2023 |
2024 |
2023 |
|
|
Due within one year |
|||||
|
Loans and borrowings |
|
|
|
|
|
|
Trade creditors |
|
|
|
|
|
|
Amounts due to group undertakings |
- |
- |
|
- |
|
|
Social security and other taxes |
|
|
|
|
|
|
Outstanding defined contribution pension costs |
|
|
|
|
|
|
Other payables |
|
|
- |
|
|
|
Accruals |
|
|
|
|
|
|
Deferred income |
|
|
|
|
|
|
|
|
|
|
||
|
Loans and borrowings |
Current loans and borrowings
|
Group |
Company |
|||
|
2024 |
2023 |
2024 |
2023 |
|
|
Convertible debt |
|
|
|
|
At the end of the loan period, which was originally set for August 2023, the borrower can choose to receive full repayment or convert the loan into preference shares of the company at a rate of £78.55 per share. The investors have indicated their commitment to support the company and have extended the loan maturity date to October 2025. These loans accrue interest at an annual rate of 8%.
Other borrowings
Included in other borrowings in the current and prior year are loans of £Nil (2023 - £28,119) from Directors of the group. These loans are interest free and have no fixed date of repayment.
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Obligations under leases and hire purchase contracts |
Group and company
Operating leases
The total of future minimum lease payments is as follows:
|
2024 |
2023 |
|
|
Not later than one year |
|
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the was £21,620 (2023: £31,108)
|
Share capital |
Allotted, called up and fully paid shares
|
2024 |
2023 |
|||
|
No. |
£ |
No. |
£ |
|
|
|
|
650 |
|
650 |
|
|
|
496 |
|
496 |
|
|
|
|
|
|
The different classes of shares rank pari passu in all respects to voting and dividends, which are declared at the discretion of the Board. All classes of shares are non redeemable. The Preference shares may be converted into Ordinary shares in the company of £0.01 each at the option of the Preference share holder.
The Preference shares have priority on a winding up of the company. Upon a return of assets on liquidation, capital reduction or otherwise, any amounts distributed to members would firstly be used to repay amounts paid up on the Preference shares. Secondly, amounts paid up on the Ordinary shares would be repaid. Thereafter the Preference shares rank pari passu with the Ordinary shares in respect of any further distributions.
|
Capital and Reserves |
Group and company
Called up share capital
This represents the nominal value of the issued equity share capital of the company.
Share premium
This reserve contains the premium arising on the issue of the share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.
Profit and loss account
Represents cumulative profits or losses, net of dividends paid and other adjustments.
Capital redemption reserve
This reserve represents the amount transferred in order to maintain the share capital of the company.
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Pension and other schemes |
The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Contributions totalling £
|
Related party transactions |
Group and company
Summary of transactions with directors
During the year, a loan of £150,000 repayable or convertible into preference shares in Gamebench Limited in August 2023 at a rate of £78.55 per share, has been extended until October 2025. At the term of the loan, the subscriber has the right to be repaid in full, or to convert the loan into Preference share capital in the company. This loan bears interest at a rate of 8% per annum. At the balance sheet date, the amount due by the group in respect of this loan was £186,039 (2023 - £175,203). Transactions and balances with key management personnel are discussed in Note 8.
Summary of transactions with other related parties
During the year, a loan of £150,000 repayable or convertible into preference shares in Gamebench Limited in August 2023 at a rate of £78.55 per share, has been extended until October 2025. At the term of the loan, the subscriber has the right to be repaid in full, or to convert the loan into Preference share capital in the company. This loan bears interest at a rate of 8% per annum. At the balance sheet date the amount due by the group in respect of this loan was £187,847 (2023 - £176,731).
Gamebench Limited
Notes to the Financial Statements for the Year Ended 31 December 2024
|
Analysis of net debt |
Group
|
At 1 January 2024 |
Financing cash flows |
Foreign exchange movements |
Other non-cash changes |
At 31 December 2024 |
|
|
Cash and cash equivalents |
|||||
|
Cash |
406,009 |
(268,268) |
(4,628) |
- |
133,113 |
|
Borrowings |
|||||
|
Convertible loans |
(351,934) |
- |
- |
(21,932) |
(373,866) |
|
|
|||||
|
|
( |
( |
( |
( |
|
Interest accrued for the year amounting to £21,932 is capitalised.
|
Parent and ultimate parent undertaking |
The group is controlled by certain directors.