| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| ROVIO UK LIMITED |
| REGISTERED NUMBER: |
| REPORT OF THE DIRECTORS AND |
| AUDITED FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| FOR |
| ROVIO UK LIMITED |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Page |
| Company Information | 1 |
| Report of the Directors | 2 |
| Report of the Independent Auditors | 3 |
| Income Statement | 7 |
| Other Comprehensive Income | 8 |
| Balance Sheet | 9 |
| Statement of Changes in Equity | 10 |
| Notes to the Financial Statements | 11 |
| ROVIO UK LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| REPORT OF THE DIRECTORS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| The directors present their report with the financial statements of the company for the year ended 31 March 2025. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of a marketing office for the parent company. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| AUDITORS |
| The auditors, Oury Clark Chartered Accountants, are deemed to be re-appointed under Section 487 (2) of the Companies Act 2006. |
| This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ROVIO UK LIMITED |
| Opinion |
| We have audited the financial statements of Rovio UK Limited (the 'company') for the year ended 31 March 2025 which comprise the Income Statement, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| 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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months and one day from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be misstated. If we identify such inconsistencies or apparent 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 misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Report of the Directors has been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ROVIO UK LIMITED |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any matters in the Report of the Directors that are inconsistent with our overall view of the financial statements. |
| 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, or returns adequate for our audit have not been received from branches not visited by us; or |
| - the financial statements are not in agreement with the accounting records and returns; or |
| - certain disclosures of directors' remuneration specified by law are not made; or |
| - we have not received all the information and explanations we require for our audit; or |
| - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ROVIO UK LIMITED |
| 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 a Report of the Auditors 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: |
| Identifying and assessing potential irregularities, including fraud |
| 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: |
| - Considering the nature of the industry, sector, control environment and current business activities, including possible performance targets and subsequent remuneration; |
| - Enquiring of management concerning policies and procedures relating to: |
| 1. Complying with laws and regulations and whether there were any instances of non compliance; |
| 2. Mitigating, detecting and responding to fraud risk and whether there has been any actual or possible instances of fraud. |
| - Discussing within the engagement team where necessary, regarding how and where fraud may occur in the financial statements along with the possible indicators of fraud. We identified management override as the area most likely to be susceptible to fraud. |
| - Discussing within the engagement team where necessary, the legal and regulatory framework in which the company operates and in particular those which would have an impact on the financial statements. The key laws and regulations considered were the Companies Act 2006 and UK tax legislation. |
| Audit response to the risks identified |
| As noted above, we identified management override as the matter that would most likely be susceptible to fraud. Our procedure to respond to the risk included a full nominal review and a review of journals posted in the year to ensure there was no evidence of management override. |
| Further, we also identified compliance with the Companies Act 2006 and UK tax legislation as being key areas where there may be possible non-compliance. Our procedures to respond to these risks included the following: |
| - Review the financial statement disclosures with completion of a disclosure checklist and testing disclosures to supporting documentation to assess compliance with the Companies Act 2006; |
| - Safeguard review of the accounts by a qualified accountant not associated with the audit team, and of the corporation tax by a Chartered Tax Adviser not associated with the audit team; |
| - Review the corporation tax return to ensure it complies with UK tax legislation and completion of our detailed corporation tax checklist. |
| The above matters and identified laws and regulations and potential fraud risks were communicated to all engagement team members where necessary, in order to enable the team to have the ability to identify such risks. The whole team remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
| There are inherent limitations in the audit procedures described above and 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. |
| 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 Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| ROVIO UK LIMITED |
| 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 a Report of the Auditors 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 |
| Statutory Auditors |
| Herschel House |
| 58 Herschel Street |
| Slough |
| Berkshire |
| SL1 1PG |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| INCOME STATEMENT |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Period |
| 1.1.24 |
| Year Ended | to |
| 31.3.25 | 31.3.24 |
| Notes | £ | £ |
| TURNOVER | 3 |
| Administrative expenses |
| 1,105 | 472 |
| Other operating income |
| OPERATING PROFIT and |
| PROFIT BEFORE TAXATION | 5 |
| Tax on profit | 6 |
| PROFIT FOR THE FINANCIAL YEAR |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| OTHER COMPREHENSIVE INCOME |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Period |
| 1.1.24 |
| Year Ended | to |
| 31.3.25 | 31.3.24 |
| Notes | £ | £ |
| PROFIT FOR THE YEAR |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| BALANCE SHEET |
| 31 MARCH 2025 |
| 31.3.25 | 31.3.24 |
| Notes | £ | £ | £ | £ |
| CURRENT ASSETS |
| Debtors | 7 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 8 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 9 |
| Retained earnings | 10 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| STATEMENT OF CHANGES IN EQUITY |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 1 January 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2024 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 31 March 2025 |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 1. | STATUTORY INFORMATION |
| Rovio UK Limited is a |
| 2. | ACCOUNTING POLICIES |
| Basis of preparation |
| The financial statements have been prepared for the period 1 April 2024 - 31 March 2025. In the prior period (1 January 2024 - 31 March 2024) the directors changed the year end in line with the group it had joined in the year ending December 2023. As such, the amounts presented in the financial statements are not entirely comparable. |
| The functional and presentational currency of the financial statements is £sterling. |
| Going concern |
| The company has obtained a letter of support from its parent company, Rovio Entertainment OY. The directors of Rovio Entertainment OY have provided a commitment to provide any financial support which may be necessary in order that the company can meet its liabilities, as they fall due, for the foreseeable future being for a period of at least 12 months and 1 day following the signing of the audit report. As a result of this commitment the directors have continued to adopt the going concern basis in preparing these financial statements. |
| Reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
| • | the requirements of IFRS 7 Financial Instruments: Disclosures; |
| • | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
| • | the requirements of paragraph 52 of IFRS 16 Leases; |
| • | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
| - | paragraphs 53(a), (h) and (j) of IFRS 16; and |
| - | paragraph 79(a)(iv) of IAS 1; |
| • | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
| • | the requirements of |
| - | paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of IAS 7 Statement of Cash Flows; and |
| - | paragraphs 44F, 44G, 44H(a), 44H(b)(i), 44H(b)(iii) and 44H(c) of IAS 7; |
| • | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
| • | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
| • | the requirements of paragraph 74(b) of IAS 16; |
| • | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
| • | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
| • | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 2. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| With regard to the accounting policies adopted by the company, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily available from other sources. Such estimates are based on historical experience and other relevant factors and may differ from actual results. All estimates, and associated underlying assumptions, are reviewed on an ongoing basis. |
| Key sources of estimation uncertainty |
| Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows: |
| Accruals - management uses judgement to estimate the value of invoices received post year end relating to the current year end. |
| Turnover |
| Turnover represents amounts charged to the company's parent company under a marketing agreement, excluding value added tax. Turnover is recognised when chargeable costs are incurred. |
| Financial instruments |
| Cash and cash equivalents |
| Cash represents cash in hand and deposits held on demand with financial institutions. Cash equivalents are short-term, highly-liquid investments with original maturities of three months or less (as at their date of acquisition). Cash equivalents are readily convertible to known amounts of cash and subject to an insignificant risk of change in that cash value. |
| Debtors |
| Debtors are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method. Debtors are presented as amounts falling due within one year unless payment is not due within 12 months after the reporting period. |
| Creditors |
| Creditors are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method. Creditors are presented as amounts falling due within one year unless payment is not due within 12 months after the reporting period. |
| Taxation |
| Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date. |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Foreign currencies |
| Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
| 4. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 31 March 2025 nor for the period ended 31 March 2024. |
| The average number of employees during the year was NIL (2024 - NIL). |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 4. | EMPLOYEES AND DIRECTORS - continued |
| Period |
| 1.1.24 |
| Year Ended | to |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Directors' remuneration |
| 5. | PROFIT BEFORE TAXATION |
| The profit before taxation is stated after charging: |
| Period |
| 1.1.24 |
| Year Ended | to |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Auditors' remuneration |
| 6. | TAXATION |
| Analysis of tax expense |
| No liability to UK corporation tax arose for the year ended 31 March 2025 nor for the period ended 31 March 2024. |
| Factors affecting the tax expense |
| The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period |
| 1.1.24 |
| Year Ended | to |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Profit before income tax |
| Profit multiplied by the standard rate of corporation tax in the UK of (2024 - |
2,033 |
90 |
| Effects of: |
| Brought forward losses | (2,033 | ) | (90 | ) |
| Tax expense |
| 7. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Amounts owed by group undertakings |
| Other debtors |
| ROVIO UK LIMITED (REGISTERED NUMBER: 09081846) |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 MARCH 2025 |
| 8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.3.25 | 31.3.24 |
| £ | £ |
| Accruals and deferred income |
| 9. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.3.25 | 31.3.24 |
| value: | £ | £ |
| Ordinary | £1 | 10,000 | 10,000 |
| The share capital in issue confers full rights regarding voting, payment of dividends and distributions to the registered holder. |
| 10. | RESERVES |
| Retained |
| earnings |
| £ |
| At 1 April 2024 |
| Profit for the year |
| At 31 March 2025 |
| 11. | ULTIMATE PARENT COMPANY |
| The ultimate parent of the company is SEGA Sammy Holdings Inc, a public company incorporated in Japan, by virtue of its 100% shareholding. The consolidated financial statements are available from the registered office of SEGA Sammy Holdings Inc, which is 9F, Sumitomo Fudosan Osaki Garden Tower, 1-1-1, Nishi-Shinagawa, SHINAGAWA-KU 141-0033 in Japan. |
| 12. | ULTIMATE CONTROLLING PARTY |
| There is no ultimate controlling party. |