Marquee Arts Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 10135029

Marquee Arts Limited

Filleted Financial Statements

31 December 2024

Marquee Arts Limited

Statement of Financial Position

31 December 2024

	2024		2023
			(restated and unaudited)
Note	£	£	£

Fixed assets

Intangible assets	5	1,429,774	779,485
Tangible assets	6	1,638	–
Investments	7	1	1
		------------	---------
		1,431,413	779,486

Current assets

Debtors	8	544,591	361,845
Cash at bank and in hand		185,912	632,616
		---------	---------
		730,503	994,461

Creditors: amounts falling due within one year	9	2,065,542		2,684,785
		------------		------------
Net current liabilities			1,335,039	1,690,324
			------------	------------
Total assets less current liabilities			96,374	( 910,838)

Creditors: amounts falling due after more than one year	10	4,167	14,167
		--------	---------
Net assets/(liabilities)		92,207	( 925,005)
		--------	---------

Capital and reserves

Called up share capital	6,127	3,526
Share premium account	13,790,373	10,216,853
Other reserves	20,324	–
Profit and loss account	( 13,724,617)	( 11,145,384)
	-------------	-------------
Shareholders funds/(deficit)	92,207	( 925,005)
	-------------	-------------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

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

Marquee Arts Limited

Statement of Financial Position (continued)

31 December 2024

These financial statements were approved by the board of directors and authorised for issue on 28 May 2026 , and are signed on behalf of the board by:

T Smith

Director

Company registration number: 10135029

Marquee Arts Limited

Notes to the Financial Statements

Year ended 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 10 Orange Street, Haymarket, London, WC2H 7DQ, UK.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity.

Comparability

The prior period was a 9 month period therefore the comparative amounts are not entirely comparable to the current period which is a full year.

Going concern

The company has made significant losses in the current year of £2,579,435 (2023: loss £1,853,890) and has net assets of £92,207 as at 31 December 2024 (2023: net liabilities £925,005). The directors have prepared forecasts and projections which show that the company is expected to make significant losses in FY 2025 to FY 2027. On the 30 January 2026 Viasat World Limited, a key shareholder, advanced £1m to the company in the form of a convertible loan, which was used to fund company activities. This loan was converted into 3,063,725 £0.001 ordinary share capital at £0.3264 per share. Post year end, the company issued a further 4,585,192 £0.001 ordinary shares at £0.3264 per share to Viasat World Limited. In addition, post year end, Viasat World Limited advanced £650,000 of loans to the company which were subsequently waived. The directors have received assurances and a letter of support from Viasat World Limited, confirming their intention to support the company for a period of at least 12 months from the date of approval of these financial statements. This intention of support is not legally binding. Subsequent to the year-end, a shareholder, United Media SARL, advanced loans to the company of £1.7m which were subsequently waived. The directors are also in discussion with shareholders to secure further funding as required. While no formal funding commitments have been received, the directors are confident that such funding will be secured. Collectively, the above conditions indicate the existence of a material uncertainty that may cast significant doubt about the company's ability to continue as a going concern. After making appropriate enquiries and considering the company forecasts and projections, the directors have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and to settle its liabilities as they fall due for payment for a period of at least 12 months from the signing date of these financial statements. Accordingly, the directors consider it appropriate to prepare the financial statements on a going concern basis. Should there be inadequate positive cash flows generated from operating activities, support from the parent company or further funding, adjustments would have to be made to reflect the situation that assets may need to be realised other than in the normal course of business and at amounts which could differ significantly from the amounts at which they are recorded in the statement of financial position. In addition, the company may have to provide for further liabilities that may arise, and to reclassify non-current assets and liabilities to current assets and liabilities respectively.

Revenue recognition

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates. Subscription revenue is recognised on a straight-line basis over the period of the subscription.

Share-based payments

Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the company's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.

Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.

Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.

Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.

Cash-settled share-based payment transactions are measured at the fair value of the liability. Until the liability is settled, the fair value of the liability is re-measured at each reporting date and at the date of settlement, with any changes in fair value recognised in profit or loss for the period.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Foreign currencies

Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Intangible assets

Trademarks and licences acquired are initially recognised at cost and are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over 1 to 10 years, which is the shorter of their estimated useful lives and periods of contractual rights.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Fixtures and fittings	-	33% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Financial instruments

The Company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues of FRS 102 to all of its financial instruments. Financial instruments are recognised when the Company becomes party to the contractual provisions of the instrument. Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. Basic financial assets Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the financial asset is measured at the present value of the future receipts discounted at a market rate of interest. Impairment of financial assets Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. 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. If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss. Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party. Classification of 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 deducting all of its liabilities. Basic financial liabilities Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow Company companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost. using the effective interest rate method. Financial liabilities held at fair value Debt instruments where the contractual returns, repayment of the principal, or other terms (such as prepayment provisions or term extensions) do not meet the conditions to be measured at amortised cost, are subsequently measured at fair value through profit or loss, unless fair value measurement is not permitted by law, or the debt instrument gives rise to cash flows on specified dates that constitute repayment of the principal advanced, together with reasonable compensation for the time value of money, credit risk and other basic lending risks and costs and does not have contractual terms which introduce exposure to unrelated risks or volatility. Derecognition of financial liabilities Financial liabilities are derecognised when, and only when, the Company's contractual obligations are discharged, cancelled, or they expire. Equity instruments Equity instruments issued by the Company are recorded at the fair value of proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

Defined contribution plans

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

4. Employee numbers

The average number of persons employed by the company during the year amounted to 11 (2023: 10 ).

5. Intangible assets

	Licences
	£
Cost
At 1 January 2024 (as restated)	1,463,727
Additions	1,754,491
Disposals	( 399,151)
	------------
At 31 December 2024	2,819,067
	------------
Amortisation
At 1 January 2024	684,242
Charge for the year	1,104,202
Disposals	( 399,151)
	------------
At 31 December 2024	1,389,293
	------------
Carrying amount
At 31 December 2024	1,429,774
	------------
At 31 December 2023	779,485
	------------

6. Tangible assets

	Fixtures and fittings
	£
Cost
At 1 January 2024 (as restated)	–
Additions	2,187
	-------
At 31 December 2024	2,187
	-------
Depreciation
At 1 January 2024	–
Charge for the year	549
	-------
At 31 December 2024	549
	-------
Carrying amount
At 31 December 2024	1,638
	-------
At 31 December 2023	–
	-------

7. Investments

	Shares in group undertakings
	£
Cost
At 1 January 2024 as restated and 31 December 2024	1
	----
Impairment
At 1 January 2024 as restated and 31 December 2024	–
	----

Carrying amount
At 31 December 2024	1
	----
At 31 December 2023	1
	----

Subsidiaries, associates and other investments

	Class of share	Percentage of shares held
Subsidiary undertakings
Marquee Arts LLC	Ordinary	100

8. Debtors

	2024	2023
		(restated and unaudited)
	£	£
Prepayments and accrued income	379,723	187,447
Other debtors	164,868	174,398
	---------	---------
	544,591	361,845
	---------	---------

9. Creditors: amounts falling due within one year

	2024	2023
		(restated and unaudited)
	£	£
Bank loans and overdrafts	10,000	251,729
Trade creditors	1,044,321	724,832
Amounts owed to group undertakings and undertakings in which the company has a participating interest	–	65,092
Social security and other taxes	33,007	61,809
Amounts owed to shareholders	500,000	1,131,875
Other creditors	478,214	449,448
	------------	------------
	2,065,542	2,684,785
	------------	------------

10. Creditors: amounts falling due after more than one year

	2024	2023
		(restated and unaudited)
	£	£
Bank loans and overdrafts	4,167	14,167
	-------	--------

11. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 11,342 (2023: £ 5,850 ).

12. Prior period adjustments

The following prior period adjustments were identified and adjusted for. The impact of these adjustments are set out below. Intangible Assets Some purchased licences were previously expensed instead of being capitalised and amortised over the licence period in line with FRS102 recognition criteria for intangible assets. These adjustments affect the prior year and balances at the 31 March 2023. The impact of these adjustments is set out in the tables below. The taxation impact of these adjustments are considered immaterial. Investments The cost paid for the shares in a subsidiary company was previously unrecognised. The subsidiary company was incorporated pre 2022 and therefore the prior year adjustment has impacted the balances at 31 March 2023, which is set out in the tables below. Accrued revenue A review of the company's cut-off procedures at 31 December 2023 revealed unrecognised accrued revenue as at 31 December 2023. These adjustments affect the prior year and their impact is set out in the table below. The taxation impact of these adjustments are considered immaterial. A summary of the adjustments described above are set out in the tables below:

	As previously stated 31 March 2023	Effect of prior period errors 31 March 2023	Restated at 31 March 2023
	£	£	£
Intangible Assets - Cost	157,605	349,928	507,533
Intangible Assets - Accum Amort	(13,069)	(96,711)	(109,780)
Investments	–	1	1
Debtors	773,288	(204,203)	569,085
Creditors: amounts falling due within one year	(989,530)	(85,478)	(1,075,008)
Profit and loss reserve	9,255,030	36,464	9,291,494

	As previously stated 31 Dec 2023	Effect of prior period errors 31 March 2023	Effect of prior period errors 31 Dec 2023	Restated 31 Dec 2023
	£	£	£	£
Intangible Assets - Cost	905,424	349,928	208,375	1,463,727
Intangible Assets - Accum Amort	(341,609)	(96,711)	(245,922)	(684,242)
Investments	–	1	–	1
Debtors	308,478	(204,203)	257,570	361,845
Creditors: amounts falling due within one year	(2,994,797)	(85,478)	395,491	(2,684,784)
Profit and loss reserve	11,724,434	36,464	–	11,760,898
Turnover	1,462,042	–	150,161	1,612,203

Cost of sales	719,109	–	(711,275)	7,834
Administration costs	2,853,425	–	245,922	3,099,347

13. Charges

During the period, Finstock Capital Research Finance Ltd held charges over the company. These charges were fully satisfied on 23 February 2024.

On the 3rd December 2024, a charge was raised against the company by United Media S.A.R.L. This charge was fully satisfied post year end.

On 30 January 2026, a fixed and floating charge containing a negative pledge was registered against the company by Viasat World Limited.

14. Capital commitments

Capital expenditure contracted for but not provided for in the financial statements is as follows:

	2024	2023
	£	£
Intangible assets	145,031	111,000
	---------	---------

The above relates to amounts due for licences, which the company is contractually committed to.

15. Operating leases

The total future minimum lease payments under non-cancellable operating leases are as follows:

	2024	2023
		(restated and unaudited)
	£	£
Not later than 1 year	20,250	–
	--------	----

16. Events after the end of the reporting period

On the 30 January 2026 Viasat World Limited, a key shareholder, advanced £1m to the company in the form of a convertible loan, which was used to fund company activities. This loan was converted into 3,063,725 £0.001 ordinary share capital at £0.3264 per share. Post year end, the company issued a further 4,585,192 £0.001 ordinary shares at £0.3264 per share to Viasat World Limited. In addition, post year end, Viasat World Limited advanced £650,000 of loans to the company which were subsequently waived. Subsequent to the year-end, a shareholder, United Media SARL, advanced loans to the company of £1.7m which were subsequently waived. Following the above issue of shares, Viasat World Limited, became the controlling party of the company. On the 29 January 2025 United Media S.A.R.L. registered a charge against the company which was fully satisfied on the 2 February 2026. On the 30 January 2026 Viasat World Limited registered a fixed and floating charge including a negative pledge against the company.

17. Summary audit opinion

The auditor's report dated 5 June 2026 was unqualified .

The senior statutory auditor was Peter Conneely , for and on behalf of Moore Kingston Smith LLP .

18. Directors' advances, credits and guarantees

At the year end, the company owed £1,963 to the directors (December 2023: £1,963). No amounts were advanced or repaid during the year. The loan is interest free and repayable on demand.

19. Related party transactions

During the year, the company repaid £360,000 in respect of a shareholder loan. The balance at the year end was £nil (2023: £360,000). The loan was unsecured, interest free and repayable on demand. During the year, £771,875 of shareholder loans were converted into ordinary share capital, and a further £500,000 was advanced by the shareholder to the company. The balance at year end was £500,000 (2023: £771,875). The loan of £500,000 was waived post year end by the shareholder on 24 December 2025. This loan was unsecured, bore interest at 8% per annum and was repayable on demand.

20. Controlling party

As noted in note 17, post year end, Viasat World Limited became the controlling party of the company by virtue of a majority shareholding in the company. Viasat World Limited is a company registered in England with registered office at Chiswick Green, 610 Chiswick High Road, London, W4 5RU.