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Registered number:
For the 15 month period ended
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Company Information
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Contents
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Strategic report
For the 15 month period ended 31 December 2024
The Game of Thrones Studio Tour has continued to attract additional visitor numbers with year-on-year growth of 35%. It is recognised as a world class facility, has received multiple awards and is on a path to become one of the leading tourist attractions on the Island of Ireland.
Having opened in February 2022, and in a difficult post Covid-19 environment, the facility, including trading losses to date, have been funded with over £40.0m of equity largely provided by Stephens GOT LLC, the controlling shareholder.
The principal activity of the company is the operation of a world class tourism facility by way of a Game of Thrones Studio Tour on the company's 25 acre site in Banbridge.
The results for the Company show a pre-tax loss of £7,108,103 (2023: £17,478,013) for the 15-month period ended 31 December 2024 and turnover for the period of £4,257,582 (2023: £2,728,819). The Company’s net assets at 31 December 2024 were £6,787,259 (2023: £8,895,392). While the company incurred a net trading loss for the 15 month period under review of £7.1m it remains solvent and a new £3.5m convertible loan facility has been agreed with the Company’s controlling shareholder, £1.5m of which has been drawn down at the date of signing these accounts, with the remaining £2.0m scheduled to be injected in the first quarter of 2026. Subject to the points below on future developments the Directors remain positive that in time the facility will become profitable and cash generative and do not believe that any further impairment of the Game of Thrones Studio asset, which currently sits in the books at approximately £17.5m, is required.
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Strategic report (continued)
For the 15 month period ended 31 December 2024
The Directors have been in dialogue with ABC Council for over a year regarding Planning Approval for car parking at the site which has still not been received. The provision of additional funding, not only to cover trading losses on the road to profitability but indeed also to develop the site is contingent upon a successful planning application and the on-going support of Stephens GOT LLC.
The Directors have taken all necessary steps to mitigate these uncertainties, including political lobbying, cost-saving measures, 3-year financial modelling, focusing on cashflows, and detailed scenario analysis. While the Directors believe these actions will be successful the outcome is subject to significant judgement and uncertainty. The Company's operations expose it to a variety of financial risks that include foreign exchange risk, liquidity risk and interest rate risk. The company has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the Company by monitoring levels of debt finance and the related finance costs. Financial risk management Given the size of the Company, the directors have not delegated the responsibility of monitoring financial risk management to a sub committee of the board. The policies set by the board of directors are implemented by the Company's finance department. Foreign exchange risk While a significant part of the Company's revenues and expenses are denominated in Sterling, the Company is exposed to some foreign exchange risk in the normal course of business, principally on purchases and sales in Euros and US Dollars. Currently the Company manages exposure to this risk by natural hedging and, whilst the Company does not use financial instruments currently to hedge foreign exchange exposure, this is constantly reviewed. Credit risk Credit risk arises from cash and cash equivalents with banks and financial institutions, as well as credit exposure to customers. The Company has implemented policies that require appropriate credit checks on potential customers before sales are made. The amount of exposure to individual customers is subject to a limit, which is reassessed regularly by the board. The financial position of banks and financial institutions utilised is regularly assessed by the board of directors. Liquidity risk The Company actively maintains a mixture of long term and short term debt finance options that are designed to ensure the Company has sufficient available funds for operations and planned expansions. Interest rate risk The company has both interest bearing assets and interest bearing liabilities. Interest bearing assets consist of cash balances which earn interest at variable rates. Interest bearing liabilities consist of other loans, including loans from related parties on which the company pays interest at fixed rates. The company has a policy of maintaining debt at a mixture of fixed and variable rates. The directors will revisit the appropriateness of this policy should the company's operations change in size or nature.
For some time, the Directors have been of the view that the business needs to expand and enhance the experience as a destination centre with plans to attract a wider audience that includes families and corporate events derived from the Studio Tour. This includes the provision of a 150-car park facility where visitors would then be able to drive directly to the site rather than by way of a shuttle bus service via a local retail park, which was an original stipulation of planning.
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Strategic report (continued)
For the 15 month period ended 31 December 2024
The Directors have followed the UK Financial Reporting Councils Guidance on the Going Concern basis of Accounting and Reporting on Solvency and Liquidity Risks (issued February 2025) when preparing their assessment having noted that FRS 102 requires companies to consider a period of at least 12 months from the date of these financial statements to review going concern.
Given the position on GOT LLC funding noted above, the Directors believe the Company has sufficient liquidity to adopt the going concern basis of accounting but that there is a material uncertainty relating to this issue. The Directors draw attention to note 2.2 in these financial statements that provides more information on these liquidity and solvency risks.
The Directors consider visitor numbers, gross profit and overhead costs to be key financial performance indicators. Visitor numbers improvements are disclosed in the Business Review section and gross profit and overheads can be seen on page 8 of the financial statements. Currently performance is below desired levels but there is continued focus to drive improvements in all areas, with the support from the majority shareholder.
This report was approved by the board on 24 December 2025 and signed on its behalf.
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Directors' report
For the 15 month period ended 31 December 2024
The directors present their report and the financial statements for the 15 month period ended 31 December 2024.
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
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 judgements 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 2006. They 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.
The loss for the 15 month period, after taxation, amounted to £7,108,103 (2023 - loss £17,478,013).
The directors have not declared a dividend for 2024 (2023: £Nil).
The directors who served during the 15 month period were:
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Directors' report (continued)
For the 15 month period ended 31 December 2024
The auditor, Sumer Auditco NI Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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Independent auditor's report to the members of Linen Mill Studios Ltd
We have audited the financial statements of Linen Mill Studios Ltd (the 'Company') for the 15 month period ended 31 December 2024, which comprise the Statement of comprehensive income, the Analysis of net debt, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of significant accounting policies. The 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).
We draw attention to note 2.2 in the financial statements.
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 confirmed funding agreements, post year end cashflow projections and post year end management accounts.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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Independent auditor's report to the members of Linen Mill Studios Ltd (continued)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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.
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 15 month period 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.
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.
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Independent auditor's report to the members of Linen Mill Studios Ltd (continued)
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 Auditor's 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 gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which they operate, and considered the risk of acts by the Company that were contrary to applicable laws and regulations, including fraud. We considered the opportunities and incentives that may exist within the Company for fraud and identified the greatest potential for fraud in the following areas: management override of controls, revenue recognition. We designed audit procedures to respond to these risks, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Our audit procedures included: enquiries of management about their own identification and assessment of risks of irregularities, testing the design and implementation of controls relating to the risks, sample testing of journals posted during the year, revenue cut off and completeness testing.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditor's report.
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Independent auditor's report to the members of Linen Mill Studios Ltd (continued)
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 2006. Our 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 Auditor's 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.
for and on behalf of
Statutory Auditors
Glendinning House
6 Murray Street
BT1 6DN
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Statement of comprehensive income
For the 15 month period ended 31 December 2024
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Balance sheet
As at
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 16 to 34 form part of these financial statements.
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Statement of changes in equity
For the 15 month period ended 31 December 2024
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Statement of cash flows
For the 15 month period ended 31 December 2024
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Statement of cash flows (continued)
For the 15 month period ended 31 December 2024
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Analysis of net debt
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
The Company is a private company limited by shares and incorporated in Northern Ireland. The address of the registered office is 245 Castlewellan Road, Banbridge BT32 3SG.
2.Accounting policies
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 judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has incurred a loss of the financial year of £7,108,103 (2023: £17,478,013) and have net assets of £6,787,289 (2023: £8,895,392) at the balance sheet date.
During the year the Company received £5.0m in additional equity funding from Stephens GOT LLC as part of their ongoing commitment to the Company and has enabled the Company to meet its obligations as they fall due. On 11 March 2025, the Company have issued £3.5m 5% unsecured convertible loan notes to their majority shareholder. The first tranche of £1,000,000 was drawn in March 2025, the second of £1,000,000 in April 2025 and the final £1,500,000 in September 2025. The convertible loan notes will provide liquidity and enable the Company to meet its obligations as and when they fall due. In addition to the additional funding, measures have already been taken to increase visitor numbers and control costs to support the Company in the current financial year. In September 2025, Stephens GOT LLC agreed to the provision of a further £3.5m 5% unsecured convertable loan of which, £1.5m has been drawn down at the date of signing these financial statements with the remaining £2.0m to be injected in early 2026. The directors have prepared cash flow forecasts and projections covering a period of at least twelve months from the date of approval of these financial statements. These forecasts reflect an assumption of ongoing lender support, the confirmed funding agreed post year end, planned cost reductions, and management’s actions to improve working capital. While the confirmed funding and the directors’ plans provide support for the going concern basis, a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. In particular, the company is reliant on the continued support of its lender, securing additional future funding and/or achieving forecast trading improvements to meet its obligations as they fall due throughout the assessment period. There can be no assurance that such funding will be available or that trading will improve as forecast. Accordingly, while the Directors consider that the going concern basis of preparation remains appropriate, because they believe that the necessary financing and mitigations are achievable, the above conditions indicate the existence of a material uncertainty which may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that would be required if the Company were unable to continue as a going concern.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
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Notes to the financial statements
For the 15 month period ended 31 December 2024
2.Accounting policies (continued)
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Notes to the financial statements
For the 15 month period ended 31 December 2024
2.Accounting policies (continued)
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.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
2.Accounting policies (continued)
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:
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.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
2.Accounting policies (continued)
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.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
2.Accounting policies (continued)
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
Impairment of tangible and intangible assets The company assesses at each reporting date whether an asset may be impaired. If any such indication exists the company estimates the recoverable amount of the asset. If it is not possible to estimate the recoverable amount of the individual asset, the company estimates the recoverable amount of the cash generating unit to which the asset belongs. The recoverable amount of an asset or cash generating unit is the higher or its fair value less costs to sell and its fair value in use. Its fair value in use is calculated by considering cash flow projections for a number of years. These projections are, by their nature, subject to a degree of uncertainty and in the case of the company this degree of uncertainty is increased by the early stage of the project. In these circumstance the directors are required to make judgments and estimates based on their knowledge and experience. Useful economic lives of tangible and intangible assets The annual depreciation and amortisation change for tangible and intangible assets is sensitive to changes in the estimated useful economic lives and residual values of assets. The useful economic lives and residual values are reassessed annually. The useful economic lives of certain assets are restricted by certain licence agreements and others have no such restrictions. Going concern The assessment of the Company's ability to continue as a going concern is based on management's judgement, which considers various factors, including the availability of future financing, the ongoing support of its lender, the Company's financial position, future cash flows, and overall business environment. In evaluating going concern, management has reviewed cash flow projections for the next 12 months and performed sensitivity analysis on several scenarios. The cash flow projections are based on various assumptions, including visitor numbers, cost management, and other revenue streams. While management believes that these assumptions are reasonable under the current circumstances, the ability to generate sufficient cash flows and secure additional financing is subject to uncertainties, which could materially affect the Company’s financial position and results. Based on the assessments and sensitivity analysis undertaken, management believes that the Company will be able to continue as a going concern for not less than 12 months from the date these financial statements are approved. However, the ultimate ability of the company to continue as a going concern will depend on a variety of factors; mentioned above, many of which are beyond management’s control. As such, there remains a material uncertainty surrounding the going concern assumption as set out in note 2.2.
The whole of the turnover is attributable to the Company's principal activity.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
9.Taxation (continued)
There were no factors that may affect future tax charges.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
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Notes to the financial statements
For the 15 month period ended 31 December 2024
On 27 February 2024, 13,500 B1 voting ordinary shares were issued for a total consideration of £2,000,000.
On 6 August 2024, 6,750 B1 voting ordinary shares were issued for a total consideration of £1,000,000. On 14 November 2024, 6,750 B1 voting ordinary shares were issued for a total consideration of £1,000,000. On 20 December 2024, 6,750 B1 voting ordinary shares were issued for a total consideration of £1,000,000. On 11 March 2025, 113,850 B1 voting ordinary shares in issue were redesignated to B voting ordinary shares. The A Ordinary shares shall rank pari passu in all respects and shall: (a) carry the right to receive notice of and to attend, speak and vote at all general meetings; (b) rank pari passu for dividends and lawful distributions; (c) rank pari passu to receive surplus assets remaining after payment of liabilities on a return of capital. The B Ordinary shares shall rank pari passu in all respects and shall: (a) carry the right to receive notice of and to attend, speak and vote at all general meetings; (b) rank pari passu for dividends and lawful distributions; with the exception of the first £8.8m of any liquidity payment, which will be allocated to the B Ordinary shares first (c) rank pari passu to receive surplus assets remaining after payment of liabilities on a return of capital. The C Ordinary shareholders shall not receive notice of or attend and vote at any general meeting of the company. On a liquidity event the holders of the a and b ordinary shares shall receive any equity proceeds and shall pay a proportion of such equity proceeds subject to the agreed waterfall in the company's articles of association.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
Share premium account
Other reserves
Profit and loss account
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £85,043 (2023 - £57,438). Contributions totaling £10,664 (2023 - £7,914) were payable to the fund at the balance sheet date and are included in creditors.
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Notes to the financial statements
For the 15 month period ended 31 December 2024
The ultimate controlling party is John Calhoun Stephens by virtue of his shareholding within Stephens GOT LLC, a company incorporated in the USA, who exercises control by virtue of their majority shareholding in Linen Mill Studios Ltd.
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