Company registration number 14085322 (England and Wales)
REFORGED STUDIOS LTD
ANNUAL REPORT AND UNAUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
REFORGED STUDIOS LTD
CONTENTS
Page
Statement of financial position
1 - 2
Notes to the financial statements
3 - 12
REFORGED STUDIOS LTD
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Non-current assets
Property, plant and equipment
3
11,554
-
0
Investments
4
3,078,913
-
0
3,090,467
-
0
Current assets
Inventories
2,151,707
-
Trade and other receivables
6
279,362
9,046
Cash and cash equivalents
92,638
918,264
2,523,707
927,310
Current liabilities
8
(1,062,908)
(17,814)
Net current assets
1,460,799
909,496
Total assets less current liabilities
4,551,266
909,496
Non-current liabilities
8
(4,204,458)
(1,005,511)
Net assets/(liabilities)
346,808
(96,015)
Equity
Called up share capital
13
3
3
Share premium account
14
561,478
-
0
Equity reserves
15
134,427
134,427
Retained earnings
(349,100)
(230,445)
Total equity
346,808
(96,015)
REFORGED STUDIOS LTD
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 2 -

For the financial year ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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 income statement within the financial statements.

The financial statements were approved by the board of directors and authorised for issue on 30 September 2025 and are signed on its behalf by:
R Laurie
Director
Company registration number 14085322 (England and Wales)
REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information

Reforged Studios Ltd is a private company limited by shares incorporated in England and Wales. The registered office is 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. The company's principal activities and nature of its operations are disclosed in the directors' report.

1.1
Accounting convention

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.

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, except for the revaluation of . The principal accounting policies adopted are set out below.

The company meets the definition of a qualifying entity under FRS 101 Reduced Disclosure Framework. These financial statements for the year ended 31 December 2024 are the first financial statements of Reforged Studios Ltd prepared in accordance with FRS 101. The company transitioned from UK GAAP to FRS 101 for all periods presented and the date of transition to FRS 101 was 1 January 2023.

 

The reported financial position and financial performance for the previous period are not affected by the transition to FRS 101.

As permitted by FRS 101, the company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

1.2
Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computers
33.33% 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 recognised in the income statement.

REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.3
Impairment of tangible and intangible assets

At each reporting end date, the company reviews the carrying amounts of its tangible 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.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

 

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.4
Non-current assets held for sale

Non-current assets (and disposal groups) classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

 

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

1.5
Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial assets

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

 

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the company’s business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

 

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

 

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.7
Financial liabilities

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.8
Compound instruments

The component parts of compound instruments issued by the company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.9
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.10
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 inventories or non-current 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.

1.11
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.12
Leases
As lessee

At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. 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. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
1.13
Grants

Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.

2
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
4
4
3
Property, plant and equipment
Computers
£
Cost
At 1 January 2024
-
0
Additions
14,694
At 31 December 2024
14,694
Accumulated depreciation and impairment
At 1 January 2024
-
0
Charge for the year
3,140
At 31 December 2024
3,140
Carrying amount
At 31 December 2024
11,554
4
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
-
3,078,913
-
Fair value of financial assets carried at amortised cost

Except as detailed below the directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair values.

REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Investments
(Continued)
- 8 -
Movements in non-current investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
-
Additions
3,078,913
At 31 December 2024
3,078,913
Carrying amount
At 31 December 2024
3,078,913
At 31 December 2023
-
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Extra Mile Studios Limited
142 West Nile Street, Glasgow, G1 2RQ
Ordinary shares
100.00
Ground Shatter Ltd.
31 College Green, 2nd Floor, Bristol, England, BS1 5TB
Ordinary shares
100.00
Distant Signal Ltd
71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ
Ordinary shares
100.00
6
Trade and other receivables
2024
2023
£
£
Trade receivables
-
7,176
VAT recoverable
9,038
1,870
Amounts owed by subsidiary undertakings
112,185
-
0
Amounts owed by related parties
121,383
-
Other receivables
1,756
-
Prepayments and accrued income
35,000
-
0
279,362
9,046
7
Assets and liabilities classified as held for sale
2024
2023
£
£
Inventories
2,151,707
-
REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
8
Liabilities
Current
Non-current
2024
2023
2024
2023
Notes
£
£
£
£
Borrowings
9
-
0
60
-
0
-
0
Convertible loan notes
10
-
0
-
0
4,204,458
1,005,511
Trade and other payables
11
1,054,198
17,754
-
0
-
0
Taxation and social security
8,710
-
-
-
1,062,908
17,814
4,204,458
1,005,511
9
Borrowings
2024
2023
£
£
Borrowings held at amortised cost:
Directors' loans
-
60
10
Convertible loan notes

The net proceeds received from the issue of the convertible loan notes have been split between the financial liability element and an equity component, representing the fair value of the embedded option to convert the financial liability into equity as follows:

2024
£
Net proceeds of issue of convertible loan note
3,198,947
Equity component
-
Liability component at date of issue
3,198,947

The liability component is measured at amortised cost, and the difference between the carrying amount of the liability at the date of issue and the amount reported in the statement of financial position represents the effective interest rate less interest paid to that date.

Movements and balance at the period end
Liability
£
Liability component at 1 January 2023
1,005,511
Liability component at 31 December 2023
1,005,511
Issue of convertible loan notes
3,198,947
Liability component at 31 December 2024
4,204,458
Liability component due after 12 months
4,204,458
REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
10
Convertible loan notes
(Continued)
- 10 -

The equity component of the convertible loan notes has been credited to the equity reserve.

11
Trade and other payables
2024
2023
£
£
Trade payables
63,907
3,254
Accruals and deferred income
5,011
5,000
Deferred consideration
980,741
-
0
Other payables
4,539
9,500
1,054,198
17,754
12
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
3,022
32

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

13
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of 0.01p each
30,000
3
3
3
Ordinary B of 0.01p each
833
-
-
-
Ordinary C of 0.01p each
2,107
-
-
-

The company has three classes of shares: Ordinary A shares, Ordinary B shares and Ordinary C shares. These all rank pari passu in all respects except that dividends may be declared on one class of share without necessarily declaring dividends on any other class of shares.

14
Share premium account
2024
2023
£
£
At the beginning of the year
-
0
-
0
Issue of new shares
561,478
-
At the end of the year
561,478
-
0
REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Share premium account
(Continued)
- 11 -

On 1 March 2024, 786 Ordinary C shares were issued at a par value of £0.0001 per share. For each share issued, a sum of £266.4469 was paid resulting in a share premium of £266.4468 per share.

 

On 17 May 2024, 894 Ordinary C shares were issued at a par value of £0.0001 per share. For each share issued, a sum of £266.6924 was paid resulting in a share premium of £266.6923 per share.

 

On 8 July 2024, 427 Ordinary C shares were issued at a par value of £0.0001 per share. For each share issued, a sum of £266.1077 was paid resulting in a share premium of £266.1076 per share.

15
Equity reserves
2024
2023
£
£
At the beginning of the year
134,427
84,427
Additions
-
50,000
At the end of the year
134,427
134,427
REFORGED STUDIOS LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
16
Related party transactions

The following amounts were outstanding at the reporting end date:

2024
2023
Amounts due from related parties
£
£
Subsidiaries
112,185
-
Other related parties
121,383
-
233,568
-
17
Transition adjustments
Reconciliation of equity
1 January
31 December
2023
2023
£
£
Equity as previously reported
30,525
(96,015)
Reconciliation of loss for the financial period
2023
£
Loss as previously reported and after transition
(176,539)
Notes to reconciliations
Transtion from FRS 102 1A to FRS 101

The company has prepared its financial statements for the current period in accordance with FRS 101, the Financial Reporting Standard applicable in the UK and Republic of Ireland (the "Reduced Disclosure Framework"). Prior to this period, the company’s financial statements were prepared under FRS 102 1A, which is the Financial Reporting Standard applicable to small entities.

 

The reported financial position and financial performance for the previous period are not affected by the transition to FRS 101.

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