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Registered number: 03573626 FREESHIRE LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
FREESHIRE LIMITED COMPANY INFORMATION
Directors | P A McKenna
| D M Reid
Company secretary | S J Cruickshank
Registered number | 03573626
Registered office | Parcels Building
| 14 Bird Street
| London
| W1U 1BU
Independent auditor | BDO LLP
| Statutory Auditor
| 55 Baker Street
| London
| W1U 7EU
Bankers | Metro Bank
| 1 Southampton Row
| London
| WC1B 5HA
FREESHIRE LIMITED CONTENTS
| Page
Strategic Report | 1 - 4
Directors' Report | 5 - 7
Independent Auditor's Report | 8 - 11
Profit and Loss Account | 12
Balance Sheet | 13
Statement of Changes in Equity | 14
Notes to the Financial Statements | 15 - 33
FREESHIRE LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 29 DECEMBER 2024 This strategic report has been prepared for Freeshire Limited ("the Company"), a private company limited by shares, for the year ended 29 December 2024.
Principal activity and review of the business
The Company continues to undertake its principal activity of providing services and support to Fernlakes Limited and its subsidiaries ("the Group"), as well as Ingenious Capital Management Holdings Limited and its subsidiaries. The value of these services have reduced year on year as the Company is no longer the cost centre for the business. In relation to the ongoing tax litigation between the Group and HMRC as disclosed in prior financial statements, a referral back to the First-tier Tribunal took place in September 2024 to determine the asset classification issue. In a decision released on 12 August 2025, the First-tier Tribunal decided that the asset classification issue had already been determined by an earlier decision. The Company understands that HMRC have been granted permission to appeal the decision, see note 9 Taxation for further detail. If the Company ultimately is correct that the partnership asset created by the film expenditure and described by the First-tier Tribunal is an intangible fixed asset qualifying for tax relief, the impact on the financial statements for the Company is expected to be consistent with the Directors' estimate of the additional tax and interest liability on the basis of the First-tier Tax Tribunal decision. It's the Directors' intention to await the final outcome of the tax litigation before deciding on the best course of action for the business going forward. As consolidated Group financial statements are prepared by Fernlakes Limited, the financial statements of the Company represent the activities of the standalone company and not of the Group. Principal risks and uncertainties The principal risk is an operational risk as a result of a failure to properly perform its services and support to the Group and Ingenious Capital Management Holdings Limited and its subsidiaries in line with the terms of its appointment. The objectives, policies and processes for managing and monitoring risk are set by the Group and discussed in the Group's annual reports and financial statements. The directors have specifically considered the impact of the sustained high interest rates and the cost of living crisis on the business - please refer to note 1.2 going concern for further details. The Company operates a treasury policy to manage liquidity, credit, interest rate and business risks as follows: (a) Liquidity risk Liquidity risk is the risk that the Company could have short-term funding requirements to meet its payment obligations to counterparties. The Group operates a group-wide treasury management strategy to manage the liquidity requirements of the Group as a whole (including the Company) and is discussed in the Group's annual reports and financial statements. (b) Credit risk The principal credit risk arises on various debtor balances and cash held in bank accounts. Where possible the Company reviews the credit rating of its partners and banking partners and undertakes regular detailed reviews of any outstanding receivable balances and cash on account. The amounts presented in the Balance Sheet are net of allowances for doubtful receivables. (c) Interest rate risk The Company is exposed to interest rate risk on its loans and deposit balances. The Company seeks to Page 1
FREESHIRE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024 maximise its margin on interest receivable, subject to the requirements of liquidity risk noted above. (d) Business risk Business risk is the failure of the business to execute its business strategy and therefore being unsuccessful in achieving projected returns. This includes changes to tax legislation or financial regulation. Please refer to note 9 for further details.
Statement in compliance with section 172(1) of Companies Act 2006
The Directors of the Company are acutely aware of the requirement for them to act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In considering this duty the directors consider the following stakeholders: Shareholders The shares of the Company are 100% owned by Fernlakes Limited. The controlling shareholder of Fernlakes Limited is P A McKenna. Customers Customers of the Company mainly consist of investors into the funds that the Company operates, being private individuals, their financial advisors, and other intermediaries. The Company also has a small number of corporate customers. The Company is focused on providing quality discretionary management services to its entire customer base. Treating customers fairly is ingrained in the organisation. Engagement with customers is mainly through the investment portal and the client services team. Suppliers Relationships with suppliers are maintained though regular contact and interaction. The Company does not follow any specific code or standard on payment of creditors. The Company agrees the payment terms as part of the commercial arrangement negotiated with counterparties. Payments are made on these terms provided the counterparty meets its obligations. HMRC The relationship with HMRC is maintained through a dedicated tax team. Community and the environment The Company has a minimal direct impact on the environment as it is currently only managing its existing investments and is currently not involved in any new investment activity. However, the Company remains committed to having a positive impact on the sectors and communities it operates in. Key decisions made in the year There were no key decisions made during the year as the Company has limited transactions and trading activity. Page 2
FREESHIRE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024
Results and dividends
The results for the year are set out on page 11. No interim dividend was paid during the year (2023: £nil). The Directors do not propose to pay a final dividend (2023: £nil). Page 3
FREESHIRE LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024
Future developments
The Company intends to continue to undertake its principal activity. Approved by the board of directors and signed on its behalf by:.
D M Reid Director
Date: 6 February 2026
Page 4
FREESHIRE LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 29 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 29 December 2024.
Charitable contributions
During the year the Company made charitable donations of £nil (year ended 29 December 2023: £10k).
Going concern
The Company’s business activities including the impact from the outcome of the tax litigation (as further discussed in note 9), as well as macroeconomic factors such as sustained high interest rates and the cost of living crisis have been reviewed by the Directors. Having assessed these risks, the Company’s financial position, results of operation and cash flow forecasts, the Directors intend to continue operating its business and have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The going concern basis of accounting is appropriate however there are material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue to adopt the going concern basis of accounting in the future. Further details regarding the adoption of the going concern basis can be found in note 1.2.
Directors' remuneration
Directors' remuneration is disclosed in note 5 to the financial statements.
Provision of insurance to directors
All Directors were covered by directors' and officers' liability insurance throughout the year under review and this will continue to remain in force.
Creditors payment policy
The Company does not follow any specific code or standard on payment of creditors. The Company agrees the payment terms as part of the commercial arrangement negotiated with suppliers. Payments are made on these terms provided the supplier meets its obligations. Page 5
FREESHIRE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements and other information included in Directors' Reports may differ from legislation in other jurisdictions.
Directors
The Directors who served during the year were:
N A Forster (resigned 6 March 2024)
P A McKenna
D M Reid
Auditor
Each of the persons who is a Director at the date of approval of this report confirms that so far as the Director is aware there is no relevant audit information of which the Company's auditor is unaware and the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. In the absence of a notice proposing that the appointment be terminated, the auditor, BDO LLP, will be deemed to be re-appointed in accordance with section 487(2) of the Companies Act 2006. Page 6
FREESHIRE LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 29 DECEMBER 2024
Other disclosures
Other disclosures relating to future developments, dividends and risks have been disclosed in the Strategic Report. This report was approved by the board and signed on its behalf by:
D M Reid Director
Date: 6 February 2026
Page 7
FREESHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREESHIRE LIMITED Opinion on the financial statements In our opinion the financial statements: ∙give a true and fair view of the state of the Company’s affairs as at 29 December 2024 and of its loss for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Freeshire Limited (“the Company”) for the year ended 29 December 2024 which comprise Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and notes to the financial statements, 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). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Material uncertainty related to going concern We draw attention to Note 1.2 to the financial statements, which indicate that the Company is dependent on financial support from Fernlakes Limited, the immediate parent, which is not guaranteed. Fernlakes Limited is currently expecting to be in a position to provide financial support to the Company, however, should the legal dispute over the tax liability result in an unfavourable decision, Fernlakes Limited would likely be unable to provide financial support to the Company. As stated in note 1.2, these events or conditions 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 preparation of the financial statements is appropriate. The financial statements do not include any adjustments that would be necessary should the going concern basis of preparation be inappropriate. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Emphasis of matter- Tax liability We draw attention to notes 2 and 9 in the financial statements which highlight the key sources of estimation uncertainties that the Directors have made in the process of determining the tax liability as at 29 December 2024. The tax estimates are based on the latest information available which is the outcome of the First-tier Tax Tribunal. As of the date of signing, the final outcome of the First-Tier Tribunal is inconclusive as HMRC have been granted permission to appeal this decision. Our opinion is not modified in respect of this matter. Page 8
FREESHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREESHIRE LIMITED Other information The Directors are responsible for the other information. The other information comprises the information included in the Directors' report other than the financial statements and our auditor’s report thereon. 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. Other Companies Act 2006 reporting In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors’ report has 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 Directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors’ remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report. Responsibilities of Directors As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 9
FREESHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREESHIRE LIMITED Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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. Extent to which the audit was capable of detecting irregularities, including fraud 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: Non-compliance with laws and regulations We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We considered the significant laws and regulations to be compliance with Companies Act 2006, UK tax legislation and Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). Our procedures in respect of the above included: ∙Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations; ∙Review of correspondence with tax authorities for any instances of non-compliance with laws and regulations; ∙Review of financial statement disclosures and agreeing to supporting documentation; and ∙Involvement of tax specialists in the audit. Fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: ∙Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; ∙Obtaining an understanding of the Company’s policies and procedures relating to: °Detecting and responding to the risks of fraud; and °Internal controls established to mitigate risks related to fraud. ∙Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; ∙Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and ∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls. Page 10
FREESHIRE LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF FREESHIRE LIMITED Our procedures in respect of the above included: ∙Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting documentation; ∙Testing post year-end journals posted in the preparation of the financial statements; and ∙Assessing significant estimates made by management for bias. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk /auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 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. Karan Bhatia (Senior statutory auditor) For and on behalf of BDO LLP, Statutory Auditor London, UK Date: 6 February 2026 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). Page 11
FREESHIRE LIMITED PROFT AND LOSS ACCOUNT FOR THE YEAR ENDED 29 DECEMBER 2024
| 2024 | 2023
Note | £000 | £000
Turnover | 3 | 703 | 1,420
Cost of sales |  | (121) | (109)
Gross profit |  | 582 | 1,311
Administrative expenses |  | (7,690) | (5,053)
Other operating (expense) / income |  | (1,878) | 375
Operating loss | 4 | (8,986) | (3,367)
Interest receivable and similar income | 7 | 25 | 2,248
Interest payable and similar expenses | 8 | (67) | (34)
Loss before tax |  | (9,028) | (1,153)
Tax on loss | 9 | (68) | -
Loss for the financial year |  | (9,096) | (1,153)
Other comprehensive income for the year |  |  |
Total comprehensive income for the year |  | (9,096) | (1,153)
The notes on pages 15 to 33 form part of these financial statements.
Page 12
FREESHIRE LIMITED REGISTERED NUMBER: 03573626 BALANCE SHEET AS AT 29 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £'000 |  | £'000
Fixed assets |  |  |  |  |
Tangible assets | 10 |  | - |  | 52
Fixed asset investments | 11 |  | 3,004 |  | 4,882
|  |  | 3,004 |  | 4,934
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 23,600 |  | 29,658 |
Cash at bank and in hand |  | 52 |  | 195 |
|  | 23,652 |  | 29,853 |
Creditors: amounts falling due within one year | 13 | (128,655) |  | (127,752) |
Net current liabilities |  |  | (105,003) |  | (97,899)
Total assets less current liabilities |  |  | (101,999) |  | (92,965)
Provisions for liabilities |  |  |  |  |
Provisions | 14 | (169) |  | (107) |
|  |  | (169) |  | (107)
Net liabilities |  |  | (102,168) |  | (93,072)
Capital and reserves |  |  |  |  |
Called up share capital |  |  | 55 |  | 55
Profit and loss account |  |  | (102,223) |  | (93,127)
|  |  | (102,168) |  | (93,072)
The financial statements were approved and authorised for issue by the board of directors and were signed on its behalf by:
D M Reid
Director
Date: 6 February 2026
The notes on pages 15 to 33 form part of these financial statements. Page 13
FREESHIRE LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 29 DECEMBER 2024
| Called up share capital | Profit and loss account | Total equity
| £'000 | £'000 | £'000
At 30 December 2022 | 55 | (91,974) | (91,919)
Loss for the year | - | (1,153) | (1,153)
At 29 December 2023 | 55 | (93,127) | (93,072)
Loss for the year | - | (9,096) | (9,096)
At 29 December 2024 | 55 | (102,223) | (102,168)
| The notes on pages 15 to 33 form part of these financial statements.
Page 14
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies The principal accounting policies are summarised below. They have been applied consistently throughout the current and prior year.
| 1.1 | General information and basis of accounting
Freeshire Limited is a company incorporated in England and Wales under the Companies Act. Its place of business and head office address is Parcels Building, 14 Bird Street, London, W1U 1BU. The nature of the Company's operations and principal operating activity are set out in the Strategic Report on pages 1 to 3. 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 functional currency of the Company is considered to be pound sterling which is the currency of the primary economic environment in which the Company operates. Foreign transactions are included in accordance with the policies set out below. The Company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its financial statements. The Company is consolidated in the financial statements of its parent, Fernlakes Limited. Exemptions that have been taken in these separate Company financial statements are discussed further down in the accounting policies. Page 15
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies (continued)
| 1.2 | Going concern
The Company’s business activities including the impact from the outcome of the tax litigation (as further discussed in note 9), as well as macroeconomic factors such as sustained high interest rates and the cost of living crisis have been reviewed by the Directors. The Company is wholly based in the UK and is not taking on any new business, and the main source of any potential revenue in the future is unaffected as it is attributable to transactions that completed in the past and is not dependent on broader economic activity that may be negatively affected by these circumstances. The Company does not have any direct employees and the cost base of the Company should not be materially affected even after factoring in the current high prices as a result of these events. The Directors have concluded that the aforementioned events will have a minimal (if any) impact on the Company. The Directors have reviewed the cash flow forecasts for the next 12 months from the approval of these financial statements assuming a range of outcomes in relation to the tax litigation with HMRC. The Company and wider Group are engaged in a legal dispute with HMRC which remains to be finalised, details of which can be found in Note 9. The Company is dependent on financial support from Fernlakes Limited, its immediate parent, which is not guaranteed. Fernlakes Limited is currently expecting to be in a position to provide the financial support to the Company, however, should the legal dispute over the tax liability result in an unfavourable decision, Fernlakes Limited would likely be unable to provide financial support to the Company. Based on the above, this indicates the existence of a material uncertainty which may cast significant doubt over the Company’s ability to continue as a going concern and therefore, it may be unable to realise its assets and discharge its liabilities in the ordinary course of business. The Group is currently in a net liability position as at the balance sheet date following the sale of the majority of films under the Film Rights sale in June 2024. Senior Management are currently working to finalise the sale of the remaining films, which will generate further revenue for the Group in 2026. The Group awaits cash entitlements from the conclusion of the Group subsidiaries liquidation process, albeit the timing of these cash inflows are currently unknown as of the date of signing these financial statements. The Group is forecasted to return to an overall net asset position when the aforementioned events are completed resulting in Fernlakes Limited being able to provide financial support to the Company. Therefore, based on the Directors' reasonable expectation that the decision of the First-tier Tribunal being the most likely outcome to the litigation with the court ruling in their favour, the financial statements continue to be prepared on a going concern basis. The financial statements do not include any adjustments that would be necessary should the going concern basis of preparation be inappropriate.
| 1.3 | Turnover
Turnover represents amounts receivable for services net of Value Added Tax and trade discounts derived from the Company's principal activity recorded on an accruals basis. Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. Page 16
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies (continued)
| 1.4 | Cost of sales
Cost of sales represents direct costs attributable to turnover, recorded on an accruals basis.
| 1.5 | Other operating (expense)/income
Other operating (expense)/income include charges for investments and other assets impaired during the year. Other operating income includes, inter alia, the gain on sale of investments.
| 1.6 | Income from shares in Group undertakings
Income from shares in Group undertakings includes dividends received and receivable from subsidiaries.
| 1.7 | Interest receivable and similar income
Interest income represents bank interest earned on cash deposits, interest receivable from entities within the Group and its related entities, and interest earned on loans to third parties.
| 1.8 | Operating leases
Rentals payable under operating leases are charged against income on a straight-line basis over the lease term.
| 1.9 | Tangible fixed assets
Tangible fixed assets are stated at cost, net of depreciation and any provision for impairment. Depreciation is provided at the following annual rate in order to write off each asset over its estimated useful life: Fixtures, fittings and equipment 33% on cost
| 1.10 | Fixed asset investments
Investments in subsidiary undertakings Investments in subsidiary undertakings are held at cost less impairment for diminution in value. Other investments and loans Where fair value cannot be reliably measured, other investments are stated at cost less any provision for permanent diminution in value. Loans are held at amortised cost using the effective interest rate method, except those that are classified as non basic as defined in FRS102 Section 12 and are therefore accounted for at fair value through profit or loss.
| 1.11 | Debtors
Debtors are recorded at estimated realisable value, after providing for doubtful and uncollectable debts. Page 17
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies (continued)
| 1.12 | Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
| 1.13 | Taxation
Current tax, including United Kingdom corporation tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. A net deferred tax asset is regarded as recoverable and therefore recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax assets and liabilities are not discounted.
| 1.14 | Disclosure exemptions
The Company is a qualifying entity under FRS 102 and it is taking advantage of some of the disclosure exemptions available to such entities in its financial statements. As such, the financial statements do not include a Cash Flow Statement, a note on the Financial Instruments and a Reconciliation of the number of shares outstanding. The Company is a parent company, but is also a subsidiary undertaking included in the consolidated financial statements of a larger Group established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare its own consolidated financial statements under section 400 of the Companies Act 2006. Further details can be found in note 20 about the name of the immediate parent company of the Company and details of where the consolidated financial statements of that parent can be obtained. Page 18
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 1.Accounting policies (continued)
| 1.15 | Change in Application of Transfer Pricing Policy
Fernlakes Limited, the Company's immediate parent, entered into an agreement in February 2022 to sub-let the Company's office space to new tenants. A decision was made in the prior financial year to transfer the benefit of the sub-lease rental income between Fernlakes Limited and the Company. The recharge of rental income accounted for in the prior year has been retrospectively applied from the start of the lease period, constituting a change in the application of the transfer pricing policy.
2. | Judgements in applying accounting policies and key sources of estimation uncertainty
In the application of the Company's accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the revision and future years if the revision affects both current and future years. Critical accounting judgements in applying the accounting policies The following are the critical judgements that the Directors have made in the process of applying the accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Impairment of financial and non-financial assets Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below. Non-financial assets An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Financial assets For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate. For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date. Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss Page 19
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 2.Judgements in applying accounting policies (continued) is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. In assessing the recoverability of the Company's investment in subsidiaries value, the Directors assumed the final outcome of the tax case to be based on the First-tier Tax Tribunal decision. Tax liability In estimating the potential tax liability relating to the First-tier Tax Tribunal, Upper Tribunal and Court of Appeal decisions (refer to note 9), the following key elements as set out in the Tribunal decision were taken into account in calculating the film partnerships’ revised profits or losses, which gave rise to historic losses utilised by the entity: treatment of the operator and executive producer fees, deductibility of contracted film cost, recognition of film income and the calculation of the film net realisable values. These reduce the income and expenditure recognised by the film partnerships which reduces the losses available to be utilised by the Group. In calculating the revised income and expenditure judgements were applied as to whether the film expenditure qualified for relief under Part 8 of the Corporation Taxes Act 2009 and the period over which the film expense was written off. Recharged costs under transfer pricing policy The direct and indirect costs allocated to the Company as part of the Group's transfer pricing policy is based on employee time spent on legacy related activities. The Directors consider the total cost recognised in the income statement to be reflective of the costs attributable to the Company. Aside from the estimated tax liability, impairment of investments and recharged costs noted above, there were no other key sources of estimation uncertainty in the Company.
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Rendering of services | 703 | 1,420
|  | 703 | 1,420
| All turnover arose within the United Kingdom.
Page 20
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
4. | Operating loss
| The operating loss is stated after charging/ (crediting):
|  |  |  |  | 2024 | 2023
|  |  |  |  | £000 | £000
| Operating lease rentals - land and buildings | 1,035 | 1,433
| Depreciation of tangible fixed assets (note 10) | 52 | 19
| Impairment of amounts due from Group undertakings | 3,104 | 906
| Fees for the audit of the Company | 43 | 43
| Fees for the audit of Group subsidiary undertakings | 30 | 31
| Other operating income | - | (375)
| Other operating income in the prior year relates to £365k HMRC Tribunal receipt and £10k disposal of art work.
5. | Staff costs
During the year, the Company incurred staff costs of £nil (2023: £nil). The average monthly number of employees (including Directors) during the year ended 29 December 2024 was nil (2023: nil).
6. | Directors' remuneration
| The highest paid Director received remuneration of £nil (2023 - £nil).
7. | Interest receivable and similar income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Interest receivable from Group and related undertakings | - | 2,245
| Other interest receivable | 25 | 3
|  | 25 | 2,248
Page 21
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
8. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Interest payable from Group and related undertakings | 5 | -
| Interest on estimated tax liability | 62 | 34
|  | 67 | 34
9. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Corporation tax |  |
| Current tax on profits for the year | 68 | -
|  | 68 | -
| Total current tax | 68 | -
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on loss | 68 | -
Page 22
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 9.Taxation (continued)
| Factors affecting tax charge for the year
| The tax assessed for the year is higher than (2023: higher than) the blended rate of corporation tax in the UK of 25% (2023: 23.49%). The differences are explained below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Loss on ordinary activities before tax | (9,028) | (1,153)
| Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.49%) | (2,257) | (271)
| Effects of: |  |
| Expenses not deductible for tax purposes | 1,265 | 223
| Timing differences in relation to capital allowances | (18) | (14)
| Group relief (claimed)/surrendered | 7 | (552)
| Group relief withdrawn and film producion losses denied | 68 | -
| Transfer pricing adjustments | 1,003 | 614
| Total tax charge for the year | 68 | -
| Factors affecting the future tax charge A potential deferred tax asset of £114k (2023: £121k) in respect of accelerated capital allowances of £102k (2023:£109k) and short term timing differences of £12k (2023: £12k) carried forward has not been recognised due to uncertainty over the timing of the realisation of the associated benefit in future chargeable accounting periods.
Page 23
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
| Taxation (continued)
In prior accounting periods, the Company has received the benefit of tax losses associated with the Group's investment in a number of film and game production partnerships. The Group has challenged the basis on which the closure notices of the partnerships have been calculated, resulting in a hearing before the First-tier Tribunal. The initial decision of the First-tier Tribunal was delivered on 2 August 2016, a second decision which clarified the findings of the first decision was delivered in May 2017 and an amended decision was received on 16 November 2017. The effect of the decisions is to reduce both the losses available to Group entities that invested in the film and game production partnerships and their share of taxable income from the partnerships. The partnerships received permission to appeal in full on 7 of the 8 grounds requested from the First-tier Tribunal and on all aspects of the 8th ground the Upper Tribunal was asked to consider. The appeal hearing before the Upper Tribunal was heard in March and April 2019. On 26 July 2019 the film and game production partnerships received the decision of the Upper Tribunal on their appeals against the decision of the First-tier Tribunal. The Upper Tribunal concluded that the partnerships were not trading and did not have a view to profit. The finding that the partnerships were not trading is sufficient to dispose of the entirety of the partnerships' appeals. However, mindful that the decision may itself be appealed, the Upper Tribunal went on to briefly consider the remaining questions, where it often corrected the First-tier Tribunal's approach but generally supported the First-tier Tribunal's overall conclusions. An application for permission to appeal the Upper Tribunal's decision was submitted in November 2019 and was refused by the Upper Tribunal. An application was therefore made for permission to appeal to the Court of Appeal in December 2019 and authority was granted by the Court of Appeal in February 2020 to appeal the findings on trading and view to profit. The appeal hearing before the Court of Appeal was heard in March 2021 and resulted in the partnerships winning on both trading and view to profit issues. During the process of agreeing the film partnership profits and losses subject to corporation tax with HMRC following the Court of Appeal decision in 2021, which upheld the decision of the First-tier Tribunal, it became apparent that HMRC had a different interpretation to the Company on one aspect of the First-tier Tribunal decision. The Company understands that the partnership asset created by the film expenditure and described by the First-tier tribunal as an intangible fixed asset should qualify for relief under Part 8 CTA 2009. HMRC considered that the asset was precluded from qualifying for relief under Part 8 CTA 2009 because it constituted a financial asset. A referral back to the First-tier Tribunal took place in September 2024 to determine the asset classification issue. In a decision released on 12 August 2025, the First-tier Tribunal decided that the asset classification issue had already been determined by an earlier decision. Accordingly, the asset created by the film expenditure created an intangible fixed asset that qualifies for relief under Part 8 CTA 2009. The Company understands that HMRC have been granted permission to appeal the decision from the FTT. We are awaiting further developments on HMRC’s appeal. If the Company ultimately is correct the impact on the financial statements for the Company of the Court of Appeal decision has not yet been agreed with HMRC but is expected to be consistent with the Directors' estimate of the additional tax and interest liability calculated on the basis of the decision of the First-tier Tribunal. If HMRC are correct, an additional tax liability of c.£330k, plus interest on late paid tax, would arise for the Company in addition to the estimate of the liability arising from the First-tier Tribunal decision of £904k. As at 29 December 2024, payments totalling £371k (tax) and £187k (interest) had been made with regard to these amounts, as described further below. The quantum of both tax losses available to the Group and income taxable on Group entities arising from the Group's investment in these partnerships will remain uncertain until the tax cases are finally resolved. For the year ended 29 December 2024, the directors have estimated an additional tax liability for the Company of £68k (cumulative to 2023: £836k) together with a liability for late paid interest of £62k (cumulative to 2023: £294k) based on the current Tribunal decision. The Directors' estimate of the additional tax and interest liability continues to be calculated on the basis of the decision of the First-tier Tribunal as the Directors consider that this decision provides the most likely outcome to the litigation. Page 24
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
| Taxation (continued)
During November 2016, a number of companies, all subsidiaries of Fernlakes Limited, as corporate members of film production partnerships received Partner Payment Notices ("PPNs"), which are demands for payments on account in respect of a tax liability in dispute, from HMRC. The Company made payments totalling £371k to HMRC in February 2018 together with an associated interest charge on late paid tax of £187k to HMRC in April 2018. The Company has not been issued any further determinations for which further payments are due. These payments on account (£371k) may be repaid so are shown as debtors (note 12) with the gross amount of total taxes provided included in creditors (note 13). When determining the best estimate of the ultimate cash outflows, the Directors have considered the effect of the PPNs received but believe that the best estimate of ultimate cash outflows should still be based on the decision delivered by the First-tier Tribunal as this represents the most likely outcome to the litigation.
10. | Tangible fixed assets
|  | Fixtures, fittings and equipment
|  | £'000
| Cost |
| At 30 December 2023 | 4,977
| At 29 December 2024 | 4,977
| Depreciation |
| At 30 December 2023 | 4,925
| Charge for the year on owned assets | 52
| At 29 December 2024 | 4,977
| Net book value |
| At 29 December 2024 | -
| At 29 December 2023 | 52
Page 25
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
11. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £000
| Cost or valuation |
| At 30 December 2023 | 4,882
| Amounts written off | (1,878)
| At 29 December 2024 | 3,004
| Subsidiary holdings
| The following were subsidiary undertakings of the Company:
| Name | Class of shares | Holding
| Amber Film Partner 1 Limited | Ordinary | 100%
| Aries Film Partner 1 Limited | Ordinary | 100%
| Aries Film Partner 2 Limited | Ordinary | 100%
| Barnsdale Hills Limited** | Ordinary | 100%
| Bergkamp Productions Limited | Ordinary | 100%
| Big Screen Productions 10 Limited* | Ordinary | 100%
| Big Screen Productions 11 Limited* | Ordinary | 100%
| Big Screen Productions 12 Limited* | Ordinary | 100%
| Big Screen Productions 13 Limited* | Ordinary | 100%
| Big Screen Productions 14 IM Limited* | Ordinary | 100%
| Big Screen Productions 15 IM Limited* | Ordinary | 100%
| Big Screen Productions 16 IM Limited* | Ordinary | 100%
| Big Screen Productions 17 IM Limited* | Ordinary | 100%
| Big Screen Productions 18 IM Limited* | Ordinary | 100%
| Big Screen Productions 19 IM Limited* | Ordinary | 100%
| Big Screen Productions 2 Limited* | Ordinary | 100%
| Big Screen Productions 20 IM Limited* | Ordinary | 100%
| Big Screen Productions 21 IM Limited* | Ordinary | 100%
| Big Screen Productions 22 IM Limited* | Ordinary | 100%
| Big Screen Productions 23 IM Limited* | Ordinary | 100%
| Big Screen Productions 24 IM Limited* | Ordinary | 100%
| Big Screen Productions 3 Limited* | Ordinary | 100%
| Big Screen Productions 4 Limited* | Ordinary | 100%
| Big Screen Productions 5 Limited* | Ordinary | 100%
| Big Screen Productions 7 Limited* | Ordinary | 100%
| Big Screen Productions 8 Limited* | Ordinary | 100%
| Bronze Film Partner 1 Limited | Ordinary | 100%
| Bronze Film Partner 2 Limited | Ordinary | 100%
| Bullock Street Waste Energy Limited* | Ordinary | 100%
| Burguard Limited** | Ordinary | 100%
| Cairo Film Partner 1 Limited | Ordinary | 100%
Page 26
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 Subsidiary holdings (continued)
| Name | Class of shares | Holding
| Cairo Film Partner 2 Limited | Ordinary | 100%
| Capitan Films Limited* | Ordinary | 100%
| Chrome Film Partner 1 Limited | Ordinary | 100%
| Chrome Film Partner 2 Limited | Ordinary | 100%
| Copper Film Partner 1 Limited | Ordinary | 100%
| Copper Film Partner 2 Limited | Ordinary | 100%
| Corinth Film Partner 1 Limited | Ordinary | 100%
| Corinth Film Partner 2 Limited | Ordinary | 100%
| Cornsdale Limited | Ordinary | 100%
| Cradgrove Limited* | Ordinary | 100%
| Dayday Films (CM) Limited* | Ordinary | 100%
| Daylily Investments Limited* | Ordinary | 100%
| Delphi Film Partner 1 Limited | Ordinary | 100%
| Delphi Film Partner 2 Limited | Ordinary | 100%
| Ebony Film Partner 1 Limited | Ordinary | 100%
| Ebony Film Partner 2 Limited | Ordinary | 100%
| Electra Film Partner 1 Limited | Ordinary | 100%
| Electra Film Partner 2 Limited | Ordinary | 100%
| Enghamshire Limited | Ordinary | 100%
| Evetree Limited* | Ordinary | 100%
| Fleet Film Partners 1 Limited | Ordinary | 100%
| Fleet Film Partners 2 Limited | Ordinary | 100%
| Gemini Film Partner 1 Limited | Ordinary | 100%
| Gemini Film Partner 2 Limited | Ordinary | 100%
| Gemstone Film Partner 1 Limited | Ordinary | 100%
| Gemstone Film Partner 2 Limited | Ordinary | 100%
| Gildales Limited | Ordinary | 100%
| Glasine Limited* | Ordinary | 100%
| Golden Square Services 1 Limited | Ordinary | 100%
| Golden Square Services 2 Limited | Ordinary | 100%
| Goldwoodshire Limited | Ordinary | 100%
| Granleaf Square Limited* | Ordinary | 100%
| Hartshire Limited | Ordinary | 100%
| Hastings Games 1 Limited | Ordinary | 100%
| Hastings Games 2 Limited | Ordinary | 100%
| IFP1 Corporate Partner Limited | Ordinary | 100%
| IFP2 Corporate Partner Limited | Ordinary | 100%
| Inkie Productions IM Limited* | Ordinary | 100%
| Ivory Film Partner 1 Limited | Ordinary | 100%
| Ivory Film Partner 2 Limited | Ordinary | 100%
| Jade Film Partner 1 Limited | Ordinary | 100%
| Jade Film Partner 2 Limited | Ordinary | 100%
| Jasper Film Partner 1 Limited | Ordinary | 100%
| Jasper Film Partner 2 Limited | Ordinary | 100%
| Jewel Film Partner 1 Limited | Ordinary | 100%
| Jewel Film Partner 2 Limited | Ordinary | 100%
| Kantern Limited | Ordinary | 100%
| Langreave Limited* | Ordinary | 100%
| Lanternbury Limited | Ordinary | 100%
| Leo Film Partner 1 Limited | Ordinary | 100%
| Little Blair Productions IM Limited* | Ordinary | 100%
Page 27
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 Subsidiary holdings (continued)
| Name | Class of shares | Holding
| Lodestone Film Partner 1 Limited | Ordinary | 100%
| Lodestone Film Partner 2 Limited | Ordinary | 100%
| Luxor Film Partner 1 Limited | Ordinary | 100%
| Malachite Film Partner 1 Limited | Ordinary | 100%
| Malachite Film Partner 2 Limited | Ordinary | 100%
| Mars Film Partner 1 Limited | Ordinary | 100%
| Mars Film Partner 2 Limited | Ordinary | 100%
| MC Pictures IM Limited* | Ordinary | 100%
| Mercury Film Productions Limited | Ordinary | 100%
| Milan Film Partner 1 Limited | Ordinary | 100%
| Milan Film Partner 2 Limited | Ordinary | 100%
| Millbank Broadcasting Partner 1 Limited | Ordinary | 100%
| Millbank Broadcasting Partner 2 Limited | Ordinary | 100%
| Moot Point Productions Limited | Ordinary | 100%
| NBBP (IM) Limited* | Ordinary | 100%
| Neptune Film Partner 1 Limited | Ordinary | 100%
| Neptune Film Partner 2 Limited | Ordinary | 100%
| Opal Film Partners 1 Limited | Ordinary | 100%
| Opal Film Partners 2 Limited | Ordinary | 100%
| Pangorda Investor Limited* | Ordinary | 100%
| Petra Film Partner 1 Limited | Ordinary | 100%
| Petra Film Partner 2 Limited | Ordinary | 100%
| Phoenix Film Partners Limited* | Ordinary | 100%
| Quartz Film Partner 1 Limited | Ordinary | 100%
| Quartz Film Partner 2 Limited | Ordinary | 100%
| Rome Film Partner 1 Limited | Ordinary | 100%
| Rome Film Partner 2 Limited | Ordinary | 100%
| Sapphire Film Partner 1 Limited | Ordinary | 100%
| Sapphire Film Partner 2 Limited | Ordinary | 100%
| Saturn Film Partner 1 Limited | Ordinary | 100%
| Saturn Film Partner 2 Limited | Ordinary | 100%
| Silvwood Limited | Ordinary | 100%
| Sirius Film Partner 1 Limited | Ordinary | 100%
| Sirius Film Partner 2 Limited | Ordinary | 100%
| Skull Distribution Limited | Ordinary | 100%
| Solar Film Partners IM Limited* | Ordinary | 100%
| Starlight Film Partners Limited* | Ordinary | 100%
| Taurus Film Partner 1 Limited | Ordinary | 100%
| Taurus Film Partner 2 Limited | Ordinary | 100%
| Tolushire Limited | Ordinary | 100%
| Topaz Film Partner 1 Limited | Ordinary | 100%
| Topaz Film Partner 2 Limited | Ordinary | 100%
| Trafalgar Film Partner 1 Limited | Ordinary | 100%
| Trafalgar Film Partner 2 Limited | Ordinary | 100%
| Trieste Film Partner 1 Limited | Ordinary | 100%
| Trieste Film Partner 2 Limited | Ordinary | 100%
| Turin Film Partner 1 Limited | Ordinary | 100%
| Turin Film Partner 2 Limited | Ordinary | 100%
| Venus Film Partner 1 Limited | Ordinary | 100%
| Verona Film Partner 1 Limited | Ordinary | 100%
| Verona Film Partner 2 Limited | Ordinary | 100%
Page 28
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024 Subsidiary holdings (continued)
| Name | Class of shares | Holding
| Vienna Film Partner 1 Limited | Ordinary | 100%
| Vienna Film Partner 2 Limited | Ordinary | 100%
| Virgo Film Partner 1 Limited | Ordinary | 100%
| Virgo Film Partner 2 Limited | Ordinary | 100%
| Waterloo Film Partner 1 Limited | Ordinary | 100%
| Waterloo Film Partner 2 Limited | Ordinary | 100%
| Wickshill Limited | Ordinary | 100%
| Zinc Film Partner 1 Limited | Ordinary | 100%
| Zinc Film Partner 2 Limited | Ordinary | 100%
| * = In Liquidation ** = In Administration
Page 29
FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
12. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Trade debtors | 15 | 11
| Amounts owed by Group undertakings | 22,994 | 28,835
| Other debtors | 43 | 154
| Prepayments and accrued income | - | 6
| Tax recoverable | 371 | 400
| Directors' Current Account | 177 | 252
|  | 23,600 | 29,658
Amounts owed by Group undertakings represents balances due in respect of intra-group loans with various other subsidiary companies within the Group. This is net of a bad debt provision of £41,544k (2023: £38,439k). The loans are repayable on demand and interest is charged at 2% above Bank of England base rate. Other debtors represent the amounts receivable from Ingenious Capital Management Holdings Limited and its subsidiaries. Tax recoverable relates to the payments on account made in respect of the PPNs (note 9).
13. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Trade creditors | 8 | 98
| Amounts owed to Group undertakings | 123,502 | 123,799
| Amounts owed to other participating interests | - | 1,723
| Corporation tax | 904 | 836
| Other taxation and social security | 224 | 375
| Other creditors | 3,911 | 846
| Accruals and deferred income | 106 | 75
|  | 128,655 | 127,752
| Amounts owed to Group undertakings represents balances due in respect of intra-group loans with various other subsidiary companies within the Group. The loans are payable on demand and interest is payable at 2% above Bank of England base rate. Other creditors represent the amounts payable to Ingenious Capital Management Holdings Limited and its subsidiaries.
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FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
14. | Provisions
|  | Interest provision
|  | £000
| At 30 December 2023 | 107
| Charged to profit or loss | 62
| At 29 December 2024 | 169
15. | Called up share capital
| The Company's share capital is divided into 28 (2023: 28) share classes.
|  | 2024 | 2024 | 2023 | 2023
|  | £ | No. of shares | £ | No. of shares
| Allotted, called up and fully paid |  |  |  |
| Class 'A1' shares of 90p each | 45,000 | 50,000 | 45,000 | 50,000
| Class 'A2' shares of 5p each | 2,500 | 50,000 | 2,500 | 50,000
| Class 'A3' shares of 5p each | 2,500 | 50,000 | 2,500 | 50,000
| Class 'B' shares of 5p each | 450 | 9,001 | 450 | 9,001
| Class 'C' shares of 5p each | 452 | 9,035 | 452 | 9,035
| Class 'D' shares of 5p each | 452 | 9,041 | 452 | 9,041
| Class 'E' shares of 5p each | 459 | 9,189 | 459 | 9,189
| Class 'F' shares of 5p each | 452 | 9,044 | 452 | 9,044
| Class 'G' shares of 5p each | 496 | 9,919 | 496 | 9,919
| Class 'H' shares of 5p each | 470 | 9,406 | 470 | 9,406
| Class 'I' shares of 5p each | 465 | 9,290 | 465 | 9,290
| Class 'J' shares of 5p each | 460 | 9,192 | 460 | 9,192
| Class 'K' shares of 5p each | 455 | 9,100 | 455 | 9,100
| Class 'L' shares of 0.125p each | 23 | 18,176 | 23 | 18,176
| Class 'M' shares of 0.125p each | 23 | 18,176 | 23 | 18,176
| Class 'N' shares of 0.125p each | 23 | 18,176 | 23 | 18,176
| Class 'O' shares of 0.125p each | 23 | 18,176 | 23 | 18,176
| Class 'P' shares of 0.125p each | 25 | 19,806 | 25 | 19,806
| Class 'Q' shares of 0.125p each | 25 | 19,676 | 25 | 19,676
| Class 'R' shares of 0.125p each | 25 | 19,676 | 25 | 19,676
| Class 'S' shares of 0.125p each | 24 | 19,184 | 24 | 19,184
| Class 'T' shares of 0.125p each | 24 | 18,957 | 24 | 18,957
| Class 'U' shares of 0.125p each | 24 | 18,956 | 24 | 18,956
| Class 'V' shares of 0.125p each | 23 | 18,689 | 23 | 18,689
| Class 'W' shares of 0.125p each | 23 | 18,694 | 23 | 18,694
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FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
| Class 'X' shares of 0.125p each | 23 | 18,642 | 23 | 18,642
| Class 'Y' shares of 0.125p each | 23 | 18,640 | 23 | 18,640
| Class 'Z' shares of 0.125p each | 136 | 109,056 | 136 | 109,056
|  | 55,078 | 614,897 | 55,078 | 614,897
16. | Financial commitments
| Minimum future lease payments under non-cancellable operating leases are as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Leases of land and buildings which expire: |  |
| Less than 1 year | 802 | 802
| Between 1 year and 5 years | 382 | 1,186
|  | 1,184 | 1,988
| The land and buildings lease for 15 Golden Square, London, W1F 9JG was commenced on 22 June 2016. The lease has a term of 10 years. On 27 October 2023 the Group assigned the third floor lease at Golden Square to an external party.
17. | Related party transactions
| The financial statements do not include disclosure of transactions between the Company and entities that were wholly-owned by the Group during the year. This is because, as a subsidiary whose shares are wholly-owned by the Group, it is exempt from the requirement to disclose such transactions under FRS 102 section 33. During the year the Company conducted transactions with the following related entities outside of the Group:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Fee expenses derived from entities below |  |
| Ingenious Capital Management Services Limited* | 3,627 | 2,156
| Amounts due from/(to) entities listed below |  |
| Ingenious Capital Management Services Limited* | (3,881) | (738)
| Ingenious Capital Management Limited* | (17) | 125
| Ingenious Capital Management Holdings Limited | 3 | (88)
| Ingenious Fuller Partnership LLP** | - | (1,720)
| Ingenious (IEP Cover) Limited* | (5) | (3)
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FREESHIRE LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 29 DECEMBER 2024
| Ingenious Collections Limited* | 36 | 16
| * Ingenious Capital Management Services Limited, Ingenious Capital Management Limited, Ingenious (IEP Cover) Limited and Ingenious Collections Limited are entities wholly owned by Ingenious Capital Management Holdings Limited, an entity in which P A McKenna is the ultimate beneficiary. P A McKenna is a Director and ultimate beneficiary of the Company. ** The Company and Ingenious Fuller Partnership LLP share a common Director of designated members. All related parties share Director(s)/ Key Management Personnel. During the year, £225k was expensed to the Directors' current account (2023: £349k), with £300k being repaid in the year (2023: £nil). There were no other transactions with key management personnel other than Directors remuneration (note 6).
18. | Directors' current accounts
|  |  |  |  | 2024 | 2023
|  |  |  |  | £'000 | £'000
| Amount owed to the Company: |  |
| P A McKenna | 177 | 252
19. | Controlling party
During the year the Company was a wholly-owned subsidiary of Fernlakes Limited, a company registered in England and Wales. Fernlakes Limited is the only parent undertaking for which consolidated financial statements are prepared. The consolidated financial statements of Fernlakes Limited can be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ. The controlling shareholder of Fernlakes Limited is P A McKenna.
20. | Post balance sheet events
In relation to the ongoing tax litigation between the Group and HMRC, a referral back to the First-tier Tribunal took place in September 2024 to determine the asset classification issue. In a decision released on 12 August 2025, the First-tier Tribunal decided that the asset classification issue had already been determined by an earlier decision. The Company understands that HMRC have been granted permission to appeal the decision on 11 November 2025, see note 9 Taxation for further detail. The Group is awaiting further developments on HMRC's appeal.
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