ACCOUNTS - Final Accounts

Company registration number: 07670649

	FINANCIAL STATEMENTS
	FOR THE YEAR ENDED 31 DECEMBER 2024

	THE THIRD FLOOR LONDON LIMITED


THE THIRD FLOOR LONDON LIMITED

COMPANY INFORMATION

Directors	Eric Carney
	Chris Edwards


Company secretary	Eric Carney


Registered number	07670649


Registered office	33 Foley Street
	London
	W1W 7TL


Independent auditor	Menzies LLP
	Chartered Accountants & Statutory Auditor
	4th Floor
	95 Gresham Street
	London
	EC2V 7AB


THE THIRD FLOOR LONDON LIMITED

CONTENTS

	Page
Statement of Financial Position	1 - 2
Notes to the Financial Statements	3 - 9


THE THIRD FLOOR LONDON LIMITED REGISTERED NUMBER:07670649

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Tangible assets	4		24,666		147,410
			24,666		147,410
Current assets
Debtors: amounts falling due after more than one year	5	92,587		-
Debtors: amounts falling due within one year	5	322,137		685,332
Cash at bank and in hand		157,567		942,852
		572,291		1,628,184
Creditors: amounts falling due within one year	6	(3,772,713)		(2,423,762)
Net current liabilities			(3,200,422)		(795,578)
Total assets less current liabilities			(3,175,756)		(648,168)
Creditors: amounts falling due after more than one year	7		(663,235)		(394,154)

Net liabilities			(3,838,991)		(1,042,322)

Capital and reserves
Called up share capital	8	100	100
Profit and loss account		(3,839,091)	(1,042,422)
		(3,838,991)	(1,042,322)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

Eric Carney

Director

Date: 6 October 2025

The notes on pages 3 to 9 form part of these financial statements.

Page 1


THE THIRD FLOOR LONDON LIMITED REGISTERED NUMBER:07670649

STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 DECEMBER 2024

Page 2


THE THIRD FLOOR LONDON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

The Third Floor London Limited is a private company, limited by shares and incorporated in England and Wales. The address of the registered office is disclosed on the company information page as 33 Foley Street, London, W1W 7TL.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.
The Balance Sheet at 31 December 2024 held net liabilities of £3,838,991 (2023: net liabilities £1,042,322) and cash at bank and in hand of £157,567 (2023: £942,852). During the year the company made a loss of £2,796,669 (2023: loss £1,823,303).The loss and net liability position are mainly attributable to strikes in the entertainment industry, both of writers and actors during the year ended 31 December 2023. These started in May 2023 and July 2023 respectively. The writers strike ended in September 2023, and the actors strike ended in November 2023. These caused a significant decrease in revenue in 2023, and an even bigger decrease in revenue during 2024.
Due to the impact of the strikes, and reduction of work; the company suffered cash flows issues in the second quarter of 2024, and ultimately entered into a Company Voluntary Arrangement ("CVA") on 19 July 2024. The CVA will allow the Company to pay 100% of it's liabilities over a three year period. In conjunction with the CVA, several long term cost cutting measures were put into place including elimination of any non-essential expenses, reductions in office space, redundancies and restructuring. All company expenditures continue to be monitored by senior management and on a regular basis, and are only approved as necessary.
The directors have prepared a baseline cash flow forecast for the period of at least 12 months since the date of signing these financial statements. Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on the going concern basis.

The Company has so far met its obligations since the implementation of the CVA, and as of the time of signing is on par with the revenue estimates forecasted as part of that process, and expects to meet those throughout the term of the CVA. The Company also does not expect any breaches of the CVA. There remains a level of uncertainty surrounding the securing of sufficient customer contracts for the Company to continue to meet the terms of the CVA. As the company performs services, it relies on the needs of customers to engage those services. Another downturn in the industry due to more strikes, or other economic factors continues to remain a risk for the Company in meeting its revenue goals. If the Company finds that it is not meeting the forecasts, expenses will continue to be scrutinized, and reductions will be made where necessary to keep costs in line with the incoming revenue and ensure there is sufficient cash flow to support the needs of the business. However, as of the date of signing, the Company has secured the contracts required to meet its required revenue for the year to 31 December 2025, and has a strong pipeline and therefore the Company is confident that it will meet its forecast and the requirements of the CVA due to the signing of multiple new contracts for the remainder of the year and into 2026, and the continued support as needed from The Third Floor, Inc.

Page 3


THE THIRD FLOOR LONDON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Company will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

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. The lease agreement is a fixed term of two years. The lease commenced on 9th September 2024 and is due to expire on 14th September 2026.

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.

Page 4


THE THIRD FLOOR LONDON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold Improvements	-	Over the term of the lease (2 Years)
Plant and machinery	-	3 to 4 years
Fixtures and fittings	-	3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

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.

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THE THIRD FLOOR LONDON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

2.9

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.

Employees

The average monthly number of employees, including directors, during the year was 50 (2023 - 82).

4.	Tangible fixed assets

	Leasehold Improvements	Plant and machinery	Fixtures and fittings	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	97,077	1,307,974	60,671	1,465,722
Additions	14,155	-	-	14,155
Disposals	(97,077)	-	-	(97,077)
At 31 December 2024	14,155	1,307,974	60,671	1,382,800
Depreciation
At 1 January 2024	44,323	1,213,318	60,671	1,318,312
Charge for the year on owned assets	16,331	82,376	-	98,707
Disposals	(58,885)	-	-	(58,885)
At 31 December 2024	1,769	1,295,694	60,671	1,358,134
Net book value
At 31 December 2024	12,386	12,280	-	24,666
At 31 December 2023	52,754	94,656	-	147,410

Page 6


THE THIRD FLOOR LONDON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

5.	Debtors
		2024	2023
		£	£

Due after more than one year
Other debtors	92,587	-
	92,587	-

					2024	2023
					£	£

Due within one year
Trade debtors	220,647	134,210
Other debtors	15,653	261,313
Prepayments and accrued income	85,837	198,768
Deferred taxation	-	91,041
	322,137	685,332

6.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Other loans	215,004	215,004
Trade creditors	106,569	197,422
Amounts owed to group undertakings	2,171,515	1,264,648
Corporation tax	40,000	40,000
Other taxation and social security	472,166	27,938
Obligations under finance lease and hire purchase contracts	9,784	77,063
Other creditors	114,605	-
Accruals and deferred income	643,070	601,687
	3,772,713	2,423,762

Page 7


THE THIRD FLOOR LONDON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

7.	Creditors: Amounts falling due after more than one year
		2024	2023
		£	£

Other loans	179,150	394,154
Other creditors	484,085	-
	663,235	394,154

A loan of 1,075,000 was drawn down on 23 October 2020, under the Coronavirus Business Interruption Loan Scheme, having a term of 72 months. The interest rate is 0% for the first 12 months, then 2.62% above base rate for the remaining term. The assets pledged as security include all assets of the Company via fixed and floating charge.

8.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £1.00 each	100	100

9.	Related party transactions
	The Company has taken the exemption under the Financial Reporting Standard 102 not to disclose related party transactions with wholly owned subsidiaries within the group.

10.	Controlling party

The ultimate parent and controlling party The Third Floor Inc. is incorporated in California, United States of America (Registered Address: 5700 Wilshire Boulevard, Suite 650, Los Angeles, CA 90036, USA). The financial statements of The Third Floor London Limited are available to the public and may be obtained from 33 Foley Street, London, W1W 7TL. The financial statements of The Third Floor Inc. are not available to the public being the largest group the Company is consolidated into.

Page 8


THE THIRD FLOOR LONDON LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

11.	Auditor's information

The auditor's report on the financial statements for the year ended 31 December 2024 was unqualified.

In their report, the auditor emphasised the following matter without qualifying their report:

We draw attention to note 2.2 in the financial statements, which indicates that the company is reliant upon support from the parent entity, and attracting an adequate level of future revenues, in a period of recovery from adverse conditions in the industry impacting both companies. As stated in note 2.2, these events or conditions, along with the other matters as set forth in note 2.2, indicate that a material uncertainty exists that may cast 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 evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included a review of cashflow forecasts and assumptions regarding future trading performance and conditions, and available sources of funding. We noted that the directors appear to have taken appropriate steps to stabilise the business, including entering the CVA, to mitigate uncertainty as far as can be reasonably expected.

The audit report was signed on 6 October 2025 by Robin Hopkins FCA (Senior Statutory Auditor) on behalf of Menzies LLP.

Page 9