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Registered number: 02205891









WINDFALL FILMS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
WINDFALL FILMS LIMITED
 
 
COMPANY INFORMATION


Directors
D Dugan 
I Duncan (resigned 26 March 2025)
C Massarella 
J Burstall 
L Bessell (resigned 14 March 2025)
J Attawia (appointed 28 March 2025)




Registered number
02205891



Registered office
1-3 St Peter's Street

London

N1 8JD




Independent auditors
Ecovis Wingrave Yeats LLP
Chartered Accountants & Statutory Auditor

3rd Floor, Waverley House

7-12 Noel Street

London

W1F 8GQ





 
WINDFALL FILMS LIMITED
 

CONTENTS



Page
Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Statement of Comprehensive Income
 
9
Statement of Financial Position
 
10
Statement of Changes in Equity
 
11
Notes to the Financial Statements
 
12 - 24


 
WINDFALL FILMS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present the strategic report for the year ended 31 December 2024. 

Business review
 
Windfall Films is a production company of international reputation, producing innovative, award-winning television. Turnover in the year increased to £12,359,564 (2023 - decrease to £11,609,154), however, gross profit decreased to £4,066,388 (2023 - increased to £4,171,950), and operating loss increased to £1,181,708 (2023 - £39,247).

Principal risks and uncertainties
 
Sales risk
Television production is an inherently volatile industry with ideas and intellectual property as its currency. Investing sufficiently in the development of those ideas and having the talent to sell them to broadcasters is a key challenge. The Company has mitigated against this risk through the recruitment of a strong creative team with relationships at appropriate levels across the industry. 
Execution risk 
Once sold and won, the production of television programmes is risky in so far as budgets are fixed and overspends are at the risk of the production company. The Company has mitigated against this risk through ensuring appropriately qualified staff are setting and negotiating budgets and managing the delivery of programmes.
Cashflow risk 
The funding models for television programmes vary depending on the client broadcaster and some rely on the producer sourcing funds. To the extent there is a shortfall against a given production cashflow, the Company is exposed. The Company mitigates against this risk by avoiding going into production without adequate funding, by ensuring every production has cashflow forecast. 

Financial key performance indicators
 
The Company measures and monitors the performance of the Company based on the following key performance indicators: 
Contracted revenue 
Contracted gross profit
EBITDA.

Post balance sheet events
 
On 7 August 2025 Windfall Films Limited entered into a new joint production loan agreement with Windfall Films (Treasures) Limited, another group company, and Head Gear Films FN Ltd. The total facility is $1,140,000 and interest accrues at 2.00% per month.
On 16 September 2025 Windfall Films Limited entered into a new joint production loan agreement with Windfall Films (Treasures) Limited, another group company, and Head Gear Films FN Ltd. The total facility is $1,200,000 and interest accrues at 1.10% per month.
On 24 June 2025 Windfall Films Limited entered into a new joint production loan agreement with Windfall Films Adventures Limited, its subsidiary, and Three Point Capital Holdings, LLC. The total facility is $700,000 and interest accrues at 1.625% per month.

Future developments
 
The directors expect no significant changes to the future activities of the business.

Page 1

 
WINDFALL FILMS LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


This report was approved by the board on 26 September 2025 and signed on its behalf.



D Dugan
Director

Page 2

 
WINDFALL FILMS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for the year ended 31 December 2024.

Directors

The directors who served during the year were:

D Dugan 
I Duncan (resigned 26 March 2025)
C Massarella 
J Burstall 
L Bessell (resigned 14 March 2025)

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Results and dividends

The loss for the year, after taxation, amounted to £1,181,388 (2023 - loss £62,068).

Page 3

 
WINDFALL FILMS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Disclosure of information to auditors

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

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

This report was approved by the board on 26 September 2025 and signed on its behalf.
 





D Dugan
Director

Page 4

 
WINDFALL FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDFALL FILMS LIMITED
 

Opinion


We have audited the financial statements of Windfall Films Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Company's affairs as at 31 December 2024 and of its 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 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


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 from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
WINDFALL FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDFALL FILMS LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditors' Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Page 6

 
WINDFALL FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDFALL FILMS LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We considered our general commercial and sector experience and held a discussion with the Directors and other management personnel to identify laws and regulations that could reasonably be expected to have a material effect on the financial statements.
We determined that the laws and regulations which are directly relevant to the financial statements are those that relate to the reporting framework (Section 1A of Financial Reporting Standard 102 and the Companies Act 2006) and the relevant tax compliance regulations in the jurisdictions in which the Company operates.
We evaluated the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
In addition, there are other significant laws and regulations which may have an affect on the determination of the amounts and disclosures in the financial statements being those laws and regulations relating to environmental, occupational health and safety, General Data Protection Regulation (GDPR), fraud, bribery and corruption. For these laws and regulations, the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through fines or litigation being imposed. As required by the auditing standards, auditing procedures in respect of non-compliance with these identified laws and regulations are limited to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Actual or suspected non-compliance was not sufficiently significant to our audit to result in our response being identified as a key audit risk.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with a number of individuals, including with individuals outside of the finance function, and conducted interviews to understand where they considered there was susceptibility to fraud. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to areas of estimate and judgement in the financial statements.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations and fraud risks identified in the paragraphs above. In addition to the audit procedures, we remained alert to any indications of non-compliance throughout the audit. The specific audit procedures performed included:
°Review of Board minutes;
°Reviewed correspondence received from regulatory bodies;
°Reviewed large and unusual bank transactions;
°Challenging assumptions and judgements made by management in its significant accounting estimates, and identifying and testing journal entries.
°Review of legal and professional fee expenditure.
°Review of manual journal entires posted in the period including specific key word searches, related party transactions and large and unusual items.

 
Page 7

 
WINDFALL FILMS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WINDFALL FILMS LIMITED (CONTINUED)


There are inherent limitations of an audit. There is a higher risk that irregularities, including fraud, will not be detected during the audit as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. The primary responsibility for the prevention and detection of non-compliance with all laws and regulations and fraud lies with both those charged with governance of the entity and management.

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

Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Kate Barekati (Senior Statutory Auditor)
  
for and on behalf of
Ecovis Wingrave Yeats LLP
 
Chartered Accountants & Statutory Auditor
  
3rd Floor, Waverley House
7-12 Noel Street
London
W1F 8GQ

26 September 2025
Page 8

 
WINDFALL FILMS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
12,359,564
11,609,154

Cost of sales
  
(8,293,176)
(7,437,204)

Gross profit
  
4,066,388
4,171,950

Administrative expenses
  
(4,234,727)
(4,211,197)

Exceptional other operating charges
  
(1,013,369)
-

Operating loss
 5 
(1,181,708)
(39,247)

Interest receivable and similar income
 8 
320
430

Interest payable and similar expenses
 9 
-
(1,424)

Loss before tax
  
(1,181,388)
(40,241)

Tax on loss
 10 
-
(21,827)

Loss for the financial year
  
(1,181,388)
(62,068)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 12 to 24 form part of these financial statements.

Page 9

 
WINDFALL FILMS LIMITED
REGISTERED NUMBER: 02205891

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
26,226
21,354

Investments
 13 
3
3

  
26,229
21,357

Current assets
  

Debtors: amounts falling due within one year
 14 
10,180,455
8,215,089

Cash at bank and in hand
 15 
951,766
310,843

  
11,132,221
8,525,932

Creditors: amounts falling due within one year
 16 
(9,727,646)
(6,948,466)

Net current assets
  
 
 
1,404,575
 
 
1,577,466

Total assets less current liabilities
  
1,430,804
1,598,823

Provisions for liabilities
  

Provisions
  
(1,013,369)
-

  
 
 
(1,013,369)
 
 
-

Net assets
  
417,435
1,598,823


Capital and reserves
  

Called up share capital 
 18 
1,500
1,500

Profit and loss account
 19 
415,935
1,597,323

  
417,435
1,598,823


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 26 September 2025.




J Burstall
Director

Page 10

 
WINDFALL FILMS LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Retained Earnings
Total equity

£
£
£


At 1 January 2023
1,500
1,659,391
1,660,891


Comprehensive income for the year

Loss for the year
-
(62,068)
(62,068)



At 1 January 2024
1,500
1,597,323
1,598,823


Comprehensive income for the year

Loss for the year
-
(1,181,388)
(1,181,388)


At 31 December 2024
1,500
415,935
417,435


The notes on pages 12 to 24 form part of these financial statements.

Page 11

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

Windfall Films Limited is a private company limited by shares, incorporated in England and Wales. The principal activity of the Company is the production, distribution and exploitation of television programmes. The Company's registered office is 1-3 St Peter's Street, London, N1 8JD.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The Company has not prepared consolidated accounts as the results of the Group have been included in the consolidated financial statements of Argonon Ltd as at 31 December 2024. These financial statements may be obtained from 1-3 St Peter's Street, London, N1 8JD

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on a going concern basis as the ultimate parent company, Argonon Ltd, has confirmed that it will provide such financial support as necessary to the Company to enable it to continue to meet its liabilities as they fall due. 
The directors have considered the future funding requirements of the business and, based on management forecasts, have concluded that the Company will have sufficient funds to ensure that it can meet its financial liabilities as and when they fall due, for a period of at least 12 months from the date of signing these financial statements.

  
2.3

Turnover

Production
Turnover recognised in the Statement of comprehensive income represents amounts receivable for the work carried out in producing television programmes and is recognised over the period of the production. In respect of long term production contracts, revenue is included based on the proportion of costs incurred to date over total costs. Provision is made for any losses as soon as they are foreseen. 
Distribution
The Company also receives revenues earned during the period through the distribution of film and television programmes. This turnover is recognised in line with contractual obligations and net of VAT.

Page 12

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.4

Tangible fixed assets

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives.

Depreciation is provided on the following basis:

  Fixtures and fittings  - 25% straight line
  Computer Equipment  - 33 1/3 % straight line

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

  
2.6

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income 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 Company operates and generates income.

  
2.7

Foreign currencies

Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of exchange ruling at the reporting date. 
Transactions in foreign currencies are translated into sterling at the rate on the date of the transaction. 
Exchange gains and losses are recognised in the Statement of comprehensive income. 

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 13

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.9

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.10

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.11

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

 
2.12

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

  
2.13

Pensions

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.14

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.15

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 14

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.17

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.18

Onerous leases

Where the unavoidable costs of a lease exceed the economic benefit expected to be received from it, a provision is made for the present value of the obligations under the lease.

Page 15

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Revenue recognition
Revenue from production services for third parties are recognised on a percentage-of-completion basis. Percentage-of-completion is based upon the proportion of costs incurred in the current period to total expected costs. The total expected costs on each production are reviewed by management on a regular basis. 
Depreciation of tangible fixed assets 
Fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation and product life cycles are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Impairment of investments
The Company holds an investment of £3 in its subsidiaries. The directors do not consider this investment to be impaired. The directors believe that the subsidiaries will generate profits in the future.
Recoverability of intercompany debtors 
The director reviews amounts owed by group companies with a view to providing for these where there is uncertainty regarding the recoverability of these balances. Given that the ultimate parent company has provided confirmation that they will guarantee all amounts owed by group companies, and that it is the intention of the ultimate controlling party to continue to provide funding as necessary to the ultimate parent company, the director does not believe any further provision is required in respect of amounts owed by group companies.
Onerous lease provision
The Company has recognised an onerous lease provision in respect of expected future commitments under an operating lease for a premises the Company exited in September 2024. In calculating the value of the provision the directors have used a discount rate of 10.00% to recognise the present value of the contracted future payments under the lease.


4.


Turnover

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
5,775,835
5,324,298

Rest of Europe
476,957
710,682

Rest of the world
6,106,772
5,574,174

12,359,564
11,609,154


Page 16

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

5.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation of tangible fixed assets
25,020
16,793

Exchange differences
18,587
29,383

Auditor's remuneration - Audit services
15,750
15,000

Auditor's remuneration - Non-audit services
5,750
5,350

Onerous lease provision
1,091,574
-


6.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
1,928,131
2,092,402

Social security costs
156,548
152,515

Cost of defined contribution scheme
50,707
42,464

2,135,386
2,287,381


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Admin and production staff
61
59

Page 17

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

7.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
444,941
436,685

Company contributions to defined contribution pension schemes
6,164
2,862

451,105
439,547


During the year retirement benefits were accruing to 2 directors (2023 -2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £271,233 (2023 - £255,638).


8.


Interest receivable

2024
2023
£
£


Other interest receivable
320
430

320
430


9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
-
1,424

-
1,424

Page 18

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Taxation


2024
2023
£
£


Foreign tax


Foreign tax on income for the year
-
21,827

-
21,827

Total current tax
-
21,827

Deferred tax


Origination and reversal of timing differences
-
(19,690)

Adjustments in respect of prior periods
-
19,690

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
21,827

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(1,181,388)
(40,241)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.00% (2023 - 23.52%)
(42,005)
(9,465)

Effects of:


Expenses not deductible for tax purposes
-
247

Foreign tax
-
21,827

Remeasurement of deferred tax for changes in tax rates
-
(906)

Fixed asset differences
-
(47)

Other permanent differences
-
(5,134)

Group relief surrendered
66,197
-

Adjustments to tax charge in respect of previous periods - deferred tax
-
19,690

Movement in deferred tax not recognised
(24,192)
(4,385)

Total tax charge for the year
-
21,827

Page 19

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.Taxation (continued)


Factors that may affect future tax charges

In the Spring Budget 2021, the UK Government announced that from 1 April 2023 the corporation tax rate would increase to 25% (rather than remaining at 19%, as previously enacted). This new law was substantively enacted on 24 May 2021 Income taxes in the income statement are measured at 23.52% (blended average) and deferred taxes at the balance sheet data are measured at 25%. 


11.


Exceptional items

2024
2023
£
£


Onerous lease charge
1,013,369
-

1,013,369
-


12.


Tangible fixed assets





Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 January 2024
45,907
272,317
318,224


Additions
-
29,893
29,893



At 31 December 2024

45,907
302,210
348,117



Depreciation


At 1 January 2024
44,511
252,359
296,870


Charge for the year 
692
24,328
25,020



At 31 December 2024

45,203
276,687
321,890



Net book value



At 31 December 2024
704
25,523
26,227



At 31 December 2023
1,396
19,958
21,354

Page 20

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2024
3



At 31 December 2024
3





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Windfall Adventure Limited
United Kingdom
Ordinary
100%
Windfall Films (Science) Ltd
United Kingdom
Ordinary
100%
Windfall Films (Nature) Limited
United Kingdom
Ordinary
100%


14.


Debtors

2024
2023
£
£


Trade debtors
2,053,877
2,318,236

Amounts owed by group undertakings
1,740,729
759,732

Other debtors
462,223
52,187

Prepayments and accrued income
5,923,626
5,084,934

10,180,455
8,215,089


Amounts owed by group undertakings are interest free, unsecured and repayable on demand.

Page 21

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
951,766
310,843

Less: bank overdrafts
-
(11)

951,766
310,832



16.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank overdrafts
-
11

Other loans
604,298
-

Trade creditors
552,522
103,924

Amounts owed to group undertakings
6,380,799
4,559,544

Other taxation and social security
419,571
247,198

Other creditors
92,531
90,553

Accruals and deferred income
1,677,925
1,947,236

9,727,646
6,948,466


Amounts owed to group undertakings are interest free, unsecured and repayable on demand. 
Other loans relate to a production loan taken out by the Company for a specific production.  A total loan facility of $1,600,000 has been provided by Head Gear Films FN Ltd ("Head Gear") on 11 December 2024.  At the balance sheet date an aggregate amount of £604,298 had been drawndown.  Interest is charged at a rate of 2.5% per month, compounding, and the loan is repayable .  Head Gear have a second ranking charge held over all assets of the Company. 

Page 22

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


Provisions





Onerous Lease

£





At 1 January 2024
-


Charged to profit or loss
1,013,369



At 31 December 2024
1,013,369

The Company has recognised an onerous lease provision in respect of expected future commitments under an operating lease for a premises the Company exited in September 2024. 


18.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



1,500 (2023 - 1,500) Ordinary shares of £1.00 each
1,500
1,500

Rights of shares: 
The shares allotted above have full voting, dividend and capital distribution rights.



19.


Reserves

Profit and loss account

Includes all current and prior period retained profits and losses.


20.


Contingent liabilities

A cross guarantee is in place between Argonon Ltd and its subsidiary undertakings with Barclays Bank Plc.
A second-ranking charge is held over all assets by Head Gear Films FN Ltd. 

Page 23

 
WINDFALL FILMS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

21.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
189,950
189,950

Later than 1 year and not later than 5 years
759,800
759,800

Later than 5 years
569,850
759,800

1,519,600
1,709,550

The lease payments above relate to the Company's primary offices and on 20 September 2024 the Company exited this property. The company still holds all obligations. 


22.


Related party transactions

The Company rents premises owned by Aerial Swift Limited, a subsidiary of Green Shoots Real Estate Limited a company jointly controlled by J Burstall, and was charged £189,950 (2023 - £189,950) during the period. 
Windfall Films Limited have taken the exemption under FRS 102, Section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions between two or more members of a group, provided that they are wholly owned.


23.


Controlling party

The immediate parent company is Windfall Newco Limited, a company registered in England and Wales.  A copy of the company accounts produced at this level can be found at that company's registered office. 
The ultimate parent company is Argonon Ltd, a company registered in England and Wales. Copies of the group financial statements can be obtained from that company's registered office at 1-3 St Peter's Street, London, N1 8JD. This is the smallest and largest group at which group financial statements are prepared in respect of the entity. 


24.


Post balance sheet events

On 7 August 2025 Windfall Films Limited entered into a new joint production loan agreement with Windfall Films (Treasures) Limited, another group company, and Head Gear Films FN Ltd. The total facility is $1,140,000 and interest accrues at 2.00% per month.
On 16 September 2025 Windfall Films Limited entered into a new joint production loan agreement with Windfall Films (Treasures) Limited, another group company, and Head Gear Films FN Ltd. The total facility is $1,200,000 and interest accrues at 1.10% per month.
On 24 June 2025 Windfall Films Limited entered into a new joint production loan agreement with Windfall Films Adventures Limited, its subsidiary, and Three Point Capital Holdings, LLC. The total facility is $700,000 and interest accrues at 1.625% per month.

Page 24

 
WINDFALL FILMS LIMITED
 
 
 Page 25