REGISTERED NUMBER: 03958635 (England and Wales)

UNAUDITED FINANCIAL STATEMENTS

FOR THE PERIOD 1 MARCH 2023 TO 31 DECEMBER 2023

FOR

IMMOTION STUDIOS LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

J J Collis

R D Findley

REGISTERED OFFICE:

2nd Floor 55

Ludgate Hill

London

EC4M 7JW

REGISTERED NUMBER:

03958635 (England and Wales)

ACCOUNTANTS:

Crowe U.K. LLP

2nd Floor

Medway Bridge House

1-8 Fairmeadow

Maidstone

Kent

ME14 1JP

FIXED ASSETS

Intangible assets

4

171,680

101,683

Tangible assets

5

1,761

5,985

173,441

107,668

CURRENT ASSETS

Debtors

6

152,557

62,606

Cash at bank

45

23,506

152,602

86,112

CREDITORS

Amounts falling due within one year

7

355,835

66,132

NET CURRENT (LIABILITIES)/ASSETS

(203,233

)

19,980

TOTAL ASSETS LESS CURRENT LIABILITIES

(29,792

)

127,648

CAPITAL AND RESERVES

Called up share capital

9

3,640

3,640

Share premium

10

695,629

695,629

Retained earnings

10

(729,061

)

(571,621

)

SHAREHOLDERS' FUNDS

(29,792

)

127,648

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 31 December 2023.

The members have not required the company to obtain an audit of its financial statements for the period ended 31 December 2023 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2025 and were signed on its behalf by:

R D Findley - Director

1.	STATUTORY INFORMATION

Immotion Studios Limited is a private company, limited by shares, registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The principal activity of the company in the period under review was that of creator of virtual reality and other immersive content for use within the Immotion companies and for licensing to third parties.

In the prior year, Immotion Studios Limited shortened its accounting period date to 28 February 2023. This change was made to align the financial reporting period with the completion of the sale of the business, which occurred in early 2023. The shortened period allows for a clear and accurate reflection of the company’s financial performance up to the point of disposal, and ensures consistency in reporting during the transition. The comparative figures therefore are to the two months to 28 February 2023, and the current figures for the 10 months to 31 December 2023.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also required management to exercise judgement in applying the company's accounts policies (see note below).

Change in accounting policy

In the prior period, Immotion Studios Limited changed its accounting framework from FRS 101 (Reduced Disclosures Framework) to FRS 102 Section 1A (Small Entities). This change reflects a strategic decision to adopt a reporting framework more aligned with the company's size and operational requirements. The transition did not result in any changes to the recognition or measurement of assets, liabilities, income or expenses and affects only the presentation and disclosure of the financial statements.

Going concern

Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing financial statements. The directors confirm that they consider the going concern basis remains appropriate. The directors have at the time of approving the financial statements, a reasonable expectation that the company has adequate resources and support from its parent company to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

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. Nonmonetary 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.

Turnover

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 performance obligations 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.

Content licensing revenue is recognised on the date which the related sale of that content by the licensee takes place. Minimum royalty obligations in content licensing agreements are recognised immediately as revenue providing the initial provision of the licensed content satisfies all performance obligations under the terms of the agreement.

The company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the company does not adjust any of the transaction prices for the time value of money.

Intangible assets - development costs

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

The estimated useful lives range as follows:

Development costs 3 years from release of title

Website and & Domains 3 years from release of title

Computer software 3 years Straight line

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.

At each report date, the Company assesses whether there is any indication of impairment. if such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to seel and its value in use. An impairment loss is recognised when the carrying amount exceeds the recoverable amount.

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:

Plant and machinery etc - 33% on a straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, of 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.

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 and to items 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 balance sheet 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 balance sheet 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 the 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 at the balance sheet date.

Cash at bank and in hand

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.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability.

Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

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.

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Debtors

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

Creditors

Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business, from suppliers.

Payables are recognised initially at fair value and subsequently at amortised cost using the effective interest method.

Pensions

Defined contribution pension plan

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 payments obligations. The contributions are recognised as an expense in the profit and loss account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates. Management consider the following areas to be subject to estimation and judgement.

Amortisation of intangible assets

The periods of amortisation adopted to write down capitalised intangibles and capitalised staff costs requires judgements to be made in respect of estimating the useful economic lives of the intangible assets to determine an appropriate amortisation rate.

Capitalised development costs are amortised straight line over the period during which economic benefits are expected to be received, which typically for technology, is 3 years.

Depreciation

The useful economic lives of tangible fixed assets are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted retrospectively. Due to the significance of tangible fixed assets to the company, variances between actual and estimated useful economic lives could impact in the operating results both positively and negatively, although historically few changes to estimated useful economic lives have been required.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was 2 (2023 - 4 ) .

4.	INTANGIBLE FIXED ASSETS

Website &

Development

Computer

Domains

costs

software

Totals

£

£

£

£

Cost

At 1 March 2023

19,329

875,289

854,852

1,749,470

Additions

-

-

117,571

117,571

At 31 December 2023

19,329

875,289

972,423

1,867,041

Amortisation

At 1 March 2023

19,329

871,509

756,949

1,647,787

Amortisation for period

-

2,084

45,490

47,574

At 31 December 2023

19,329

873,593

802,439

1,695,361

Net book value

At 31 December 2023

-

1,696

169,984

171,680

At 28 February 2023

-

3,780

97,903

101,683

Impairment reviews have been carried out where appropriate and impairment losses of £Nil have been recognised in administrative expenses in the period (Period to 28 February 2023: £58,546).

Capitalised staff costs are amortised once a project is completed.

5.	TANGIBLE FIXED ASSETS

Fixtures

Plant and

and

Office

machinery

fittings

equipment

Totals

£

£

£

£

Cost

At 1 March 2023

51,087

617

9,430

61,134

Disposals

-

(617

)

(9,430

)

(10,047

)

At 31 December 2023

51,087

-

-

51,087

Depreciation

At 1 March 2023

45,102

617

9,430

55,149

Charge for period

4,224

-

-

4,224

Eliminated on disposal

-

(617

)

(9,430

)

(10,047

)

At 31 December 2023

49,326

-

-

49,326

Net book value

At 31 December 2023

1,761

-

-

1,761

At 28 February 2023

5,985

-

-

5,985

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2023

£

£

Trade debtors

123,096

48,432

Amounts owed by group undertakings

5

-

Other debtors

29,456

14,174

152,557

62,606

Balances due from other group companies are unsecured, repayable on demand and interest free.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023

2023

£

£

Bank loans and overdrafts

303

-

Trade creditors

2,836

14,907

Amounts owed to group undertakings

266,951

-

Other creditors

85,745

51,225

355,835

66,132

A business credit card facility with a limit of £20,000 has been granted. As at year end, the balance utilised is £1,890.

Balances due to other group companies are unsecured, repayable on demand and interest free.

8.	DEFERRED TAX

£

Balance at 1 March 2023

(9,460

)

Provided during period

4,870

Balance at 31 December 2023

(4,590

)

There were unused tax losses of £3,521,365 (£3,326,447 at 28 February 2023). No deferred tax asset has been recognised due to the uncertainty surrounding future profits.

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2023

2023

value:

£

£

3,640

Ordinary

1

3,640

3,640

10.

RESERVES

Share Premium includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss reserves include all current and prior period retained profit and losses.

11.	PENSION COMMITMENTS

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.

The total amounts outstanding included within payables at 31 December 2023 were £Nil (28 February 2023: £Nil).

12.	ULTIMATE CONTROLLING PARTY

At the balance sheet date, the ultimate parent company of Immotion Studios Limited is LBE BidCo Inc, a company registered in the USA.