Company registration number 07680684 (England and Wales)
MAGNOPUS LTD
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
MAGNOPUS LTD
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 11
MAGNOPUS LTD
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
3
83
611
Tangible assets
4
718,116
148,897
Investments
6
1
1
718,200
149,509
Current assets
Debtors
7
265,336
225,644
Cash at bank and in hand
241,173
668,415
506,509
894,059
Creditors: amounts falling due within one year
8
(3,638,886)
(5,007,172)
Net current liabilities
(3,132,377)
(4,113,113)
Total assets less current liabilities
(2,414,177)
(3,963,604)
Creditors: amounts falling due after more than one year
9
(508,020)
Net liabilities
(2,922,197)
(3,963,604)
Capital and reserves
Called up share capital
11
1,000
1,000
Capital redemption reserve
125
125
Other reserves
1,202,969
1,192,858
Profit and loss reserves
(4,126,291)
(5,157,587)
Total equity
(2,922,197)
(3,963,604)
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
The financial statements were approved by the board of directors and authorised for issue on 20 August 2025 and are signed on its behalf by:
A Henning
Director
Company registration number 07680684 (England and Wales)
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
1
Accounting policies
Company information
Magnopus Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 20 High Street, St.Albans, England, AL3 4EL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The company has early adopted the September 2024 edition of FRS 102.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The material accounting policy information is set out below.
The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.
1.2
Going concern
The Directors have considered the resources available for the company to continue in operational existence. In the year ended 31st December 2024 the company achieved a profit before tax of £1,000,628 and had a balance sheet deficit of £2,922,197. The records after the end of the year 2024 show that the company has been loss making for first part of the year, but expects a profitable H2 resulting in a break even position for FY25. The company recharges costs to its parent entity at commercial arms length rates and as such the company is reliant on the support of its parent entity for its continued activity. Such support is dependent upon the parent entity completing a continuing round of fundraising, the next round is expected to take place during Q3 2025. Although the Directors believe the parent entity will be able to provide sufficient support to the company for the foreseeable future there is a material uncertainty until the round of fundraising is completed. Nevertheless the directors have adopted the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for video game production services provided to the parent company in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account the transfer pricing agreement between the parent entity and its subsidiary. Turnover is recognised over time as video game production services are performed. The payment terms are generally 23 days from the invoice date.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Website Development
10 years straight line
Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 3 -
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:
Leasehold land and buildings
Over the term of the lease
Plant and equipment
4 years straight line
Fixtures and fittings
4 years straight line
Computers
3 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost. Subsequent measurement is at cost less any impairment.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the black-scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
The company has opted to recognise early adoption of FRS102 lease accounting. At inception, the company assesses whether a contract is, or contains, a lease within the scope of FRS 102. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The Company's incremental borrowing rate is determined with reference to the rates offered to the Group by third parties.
Lease payments included in the measurement of the lease liability comprise the following:
• Fixed payments, including in-substance fixed payments;
• Amounts expected to be payable under a residual value guarantee;
• Penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, there is a change in the Company's estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, to the extent that the right-of-use asset is reduced to nil, with any further adjustment required from the remeasurement being recorded in profit or loss.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability. Please see note 4 for the right of use asset.
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
The Company presents right-of-use assets that do not meet the definition of investment property in 'property plant and equipment’ ('leasehold land and buildings') and lease liabilities in 'current liabilities' and 'non-current liabilities' in the Statement of Financial Position. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period.
Rentals payable under other leases are charged to profit or loss on a straight line basis over the term of the relevant lease. These refer to short-term leases not deemed to be under the full control of the company.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
69
60
3
Intangible fixed assets
Website Development
£
Cost
At 1 January 2024 and 31 December 2024
5,417
Amortisation and impairment
At 1 January 2024
4,806
Amortisation charged for the year
528
At 31 December 2024
5,334
Carrying amount
At 31 December 2024
83
At 31 December 2023
611
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
4
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2024
18,045
114,340
406,707
539,092
Additions
575,201
105,802
681,003
At 31 December 2024
575,201
18,045
114,340
512,509
1,220,095
Depreciation and impairment
At 1 January 2024
18,045
98,934
273,216
390,195
Depreciation charged in the year
1,237
6,176
104,371
111,784
At 31 December 2024
1,237
18,045
105,110
377,587
501,979
Carrying amount
At 31 December 2024
573,964
9,230
134,922
718,116
At 31 December 2023
-
15,406
133,491
148,897
Leasehold Land and Buildings relates to right of use assets of the entity. Total cash outflow relating to this was £19,726.
5
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Rewind Productions Ltd
20 High Street, St.Albans, AL3 4EL, United Kingdom
Video game production
Ordinary
100.00
6
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
1
1
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Corporation tax recoverable
126,117
Other debtors
118,578
64,402
Prepayments and accrued income
146,758
35,125
265,336
225,644
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
8
Creditors: amounts falling due within one year
2024
2023
£
£
Obligations under finance leases
10
36,396
Trade creditors
242,501
55,784
Amounts owed to group undertakings
2,576,398
4,539,439
Taxation and social security
160,645
127,668
Other creditors
21,053
21,144
Accruals and deferred income
601,893
263,137
3,638,886
5,007,172
9
Creditors: amounts falling due after more than one year
2024
2023
£
£
Obligations under finance leases
508,020
10
Finance lease obligations
2024
2023
Future minimum lease payments due under finance leases:
£
£
Within one year
36,396
In two to five years
172,521
In over five years
335,499
544,416
The company has lease contracts for land and buildings used in its operation. The company's obligations under its leases are secured by the lessor's title to the leased assets.
The above future lease payments have been calculated using a discount rate of 8%, which represents 3.5% above base rate.
The Company has applied early adoption of FRS102 leases. Set out above are the liabilities relating to the right of use asset included within tangible fixed assets.
Amounts recognised in profit or loss with regard to this lease include the following:
2024
2023
£
£
Depreciation on leasehold land and buildings
1,237
-
Interest on lease liabilities
803
-
2,040
The lease terminates on 20 December 2034 with a review date on 21 December 2029.
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
11
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000
1,000
1,000
12
Share-based payment transactions
There is an equity-settled share option scheme in place for certain employees of the company. The options are over shares in the ultimate parent company.
Number of share options
Weighted average exercise price
2024
2023
2024
2023
Number
Number
£
£
Outstanding at 1 January 2024
1,367,101
1,147,374
0.19
0.19
Granted
219,727
0.20
Exercised
(12,605)
0.21
Outstanding at 31 December 2024
1,354,496
1,367,101
0.20
0.19
Exercisable at 31 December 2024
1,074,755
724,328
0.20
0.19
The options outstanding at 31 December 2024 had an exercise price ranging from $0.245 to $0.26, and a remaining contractual life of between 1 and 3 years.
The weighted average fair value of options granted in the year was determined using the Black-Scholes option pricing model. The Black-Scholes model is considered to apply the most appropriate valuation method due to the relatively short contractual lives of the options and the requirement to exercise within a short period after the employee becomes entitled to the shares (the “vesting date”).
Non-vesting conditions and market conditions are taken into account when estimating the fair value of the option at grant date.
Inputs were as follows:
2024
2023
Weighted average share price
0.20
0.19
Weighted average exercise price
0.20
0.19
Expected volatility
54.69
54.70
Expected life
5.81
5.81
Risk free rate
2.48
2.48
Liabilities and expenses
During the year, the company recognised total share-based payment expenses of £11,419 (2023: £33,439) which related to equity settled share based payment transactions.
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
13
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
Within one year
71,973
71,973
£19,726 was recognised in the profit or loss as an expense during the period in respect of lease arrangements.
14
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.
The auditor's report is unqualified and includes the following:
Material uncertainty relating to going concern
We draw attention to Note 1.2 in the financial statements which indicates that the company is reliant on the support of the ultimate parent entity to continue as a going concern. Such support is dependent upon the ultimate parent entity completing a continued round of fundraising, the next fundraising round is expected to take place in Q3 2025. However as this is not guaranteed, there is uncertainty over the ability of the ultimate parent entity to continue to support the company. As such a material uncertainty exists that may cause a significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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 responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Opinion
In our opinion the financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Senior Statutory Auditor:
Mandy Janes
Statutory Auditor:
HW Fisher Audit
Date of audit report:
20 August 2025
MAGNOPUS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
15
Parent company
The immediate parent company is Magnopus LLC, a company incorporated in the USA with registered office at 523 West 6th Street, Suite 330, Los Angeles, 90014, USA.
The ultimate parent company is Magnopus Holdings Inc., a company incorporated in the USA with registered office at 523 West 6th Street, Suite 330, Los Angeles, 90014, USA.
The results for the year ended 31 December 2024 are included in the consolidated accounts of Magnopus LLC.
The address of the parent's registered office is 523 West 6th Street, Suite 330, Los Angeles, 90014, USA.
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