The directors present the strategic report for Fulwell 73 Limited (the 'Company') for the period ended 30 December 2024.

The results for the period, as set out on page 8, were considered satisfactory by the directors who do not anticipate any changes in those activities over the coming financial reporting period,

The loss for the period amounted to £11,396,620 (year ended 31 July 2023: £8,269,061). These results were driven by the extended accounting period and fluctuations in productions in the Group for which the Company provides resources. The Company serves as a cost centre in the Group with third party revenues and profits being recorded in other Group companies.

The key business risks and uncertainties affecting the Company and the Group of which it is part of, relate to the general economic environment, competition from other distributors and film and television producers and the success of the Company's media content available for worldwide distribution.

Level of new production commissions

The success of the Company very much depends on the new productions being commissioned by broadcasters within the group. The demand for programme content from broadcasters remains high, with new broadcasters playing a larger role in the industry.

The directors have monitored the performance of the Company, with reference to the following key performance indicators:

The increase in turnover has been driven by a change in revenue recognition and the extended accounting period. The remaining increase reflects fluctuations in the timing of productions the Company provides services to.

Administrative expenses have proportionally decreased, reflecting a reduction in operational support costs.

Exceptional expenses of £3,618,423 (year ended 31 July 2023: £418,141) have been recorded in respect of onerous lease costs and merger costs.

The Company uses various financial instruments which include cash balances and other items, such as receivables and payables, which arise directly from its operations.

The main risks arising from the Company's financial instruments are credit, currency and liquidity risk.

The directors review and agree policies for managing each of these risks, which are summarised below.

Credit risk

The Company's principal financial assets are cash and trade and other receivables.

The credit risk associated with cash balances is limited as the Company uses banks with high credit ratings assigned by international credit-rating agencies.

With respect to trade and other receivables, our customers are typically larger broadcasters and there is little credit risk. The Company has not experienced any significant trade receivable write-offs to date.

Currency risk

The Company enters into transactions that are denominated in currencies other than functional currency and is therefore exposed to movements in foreign currency exchange rates. Where exchange rates change between reporting periods, fluctuations in the reported results of the Company's operations may arise that are reflective of currency performance and not indicative of operating performance.

Liquidity risk

The Company manages a liquidity position with the objective of maintaining the ability to fund commitments and repay liabilities in accordance with their required terms. The financing of operations is managed at a Group level by the Company's ultimate parent undertaking. For further detail, please refer to note 1.3.

On behalf of the board

The directors present their annual report and financial statements for the period ended 30 December 2024.

The principal activity of the Company continued to be that of film and television production.

The results for the period are set out on page 8.

No ordinary dividends were paid (year ended 31 July 2023: £nil). The directors do not recommend payment of a final dividend (year ended 31 July 2023: £nil).

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

The directors benefit from third party indemnity provisions in place during the financial period and at the date of this report.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the Company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the Company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

United Kingdom 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 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; and

• 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 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.

We have audited the financial statements of Fulwell 73 Limited (the 'Company') for the period ended 30 December 2024 which comprise the income statement, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the Company's affairs as at 30 December 2024 and of its loss for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 101; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information. 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.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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.

As explained more fully in the directors' responsibilities statement as set out on page 4, 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.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the Company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the Company by discussions with directors and by updating our understanding of the sector in which the Company operates.

Laws and regulations of direct significance in the context of the Company include The Companies Act 2006 and UK Tax legislation, specifically legislation relating to creative industry tax credits.

In addition, the Company is subject to other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to its ability to operate or to avoid a material penalty. These include anti-bribery legislation and employment law.

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the Company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the Company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

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.

Fulwell 73 Limited is a private Company limited by shares incorporated in England and Wales. The registered office is 1 Esther Anne Place, London, England, N1 1UL.

The financial statements are prepared for the period 1 August 2023 to 30 December 2024, a period of 17 months, which is longer than a year. The period was lengthened to align with the reporting period of the wider group.

The wider group prepares its financial statements to 31 December. The company's year end was set to 30 December (one day earlier than the group) to obtain a filing extension. This change does not materially affect the figures presented.

The financial statements have been prepared under the historical cost convention, rounded to the nearest £1, unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006.

The Company is a qualifying entity as it is a member of the Fulwell group where Fulwell 73 Productions LLP, the ultimate parent, prepares publicly available consolidated financial statements.

The financial statements have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial statements are principally prepared on the basis of historical cost and, where other bases are applied, these are identified in the relevant accounting policy.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial Reporting Standards as adopted by the UK (UK-adopted international accounting standards), but makes amendments where necessary in order to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.

The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.

The principle accounting policies adopted are set out below.

As permitted by FRS 101, the Company has taken advantage of the following disclosure exemptions from the requirements of IFRS:

• the requirements of paragraphs 45(b) and 46-52 of IFRS 2 Share-based payment

• the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations

• the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held For Sale and Discontinued Operations

• the requirement of paragraph 24(b) of IFRS 6 Exploration for and Evaluation of Mineral Resources to disclose the operating and investing cash flows arising from the exploration for and evaluation of mineral resources

• the requirements of IFRS 7 Financial Instruments: Disclosures

• the requirements of paragraphs 91-99 of IFRS 13 Fair Value Measurement

• the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers

• the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases. The requirements of paragraph 58 of IFRS 16, provided that the disclosure of details in indebtedness relating to amounts payable after 5 years required by company law is presented separately for lease liabilities and other liabilities, and in total

• the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present

• comparative information in respect of:

-    paragraph 79(a)(iv) of IAS 1;

-    paragraph 73(e) of IAS 16 Property, Plant and Equipment;

-    paragraph 118(e) of IAS 38 Intangible Assets;

-    paragraphs 76 and 79(d) of IAS 40 Investment Property; and

-    paragraph 50 of IAS 41 Agriculture

• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements

• the requirements of IAS 7 Statement of Cash Flows

• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

• the requirements of paragraph 74A(b) of IAS 16

• the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures

• the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

• the requirements of paragraphs 130(f)(ii), 130(f)(iii), 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.

• the requirements of paragraph 88C and 88D of IAS 12 Income Taxes.

The directors, having made due enquiries, continue to adopt the going concern basis in preparing the financial statements which assumes that the Company will continue in operation for at least twelve months from the date of approval of these financial statements. The Company relies on Group companies for continued financial support as it is a cost centre of the business. The Company and the Group has implemented successful cost cutting measures in the last 18 months to reduce overhead and continues to look at ways to optimise its cost base, including reviewing real estate efficiencies.true

The production slate and pipeline of the Group remains strong in 2026 with a significant number of projects either completed, in production, or in advance stage of negotiation. The Group has a positive cash position and currently no borrowing facilities are required. The Group is exploring the market for facilities to assist with production cashflow to mitigate any potential short term cashflow risk.

The Directors have reviewed the Group’s cashflow forecast for the next 12 months, including stress testing the results and they believe that taking into account reasonable changes in projected profitability, contracted and recurring revenue, repayment of debt, available liquid resources, the Group has adequate resources to continue in operational existence for the foreseeable future.

The Company has the benefit of the financial support of the group. The Directors of the Company include a Director on the Board of profitable Group companies and are therefore confident that the Group would not rescind this support as the Company is a trading company of the Group. A letter of support has been provided to confirm this support will not be rescinded. This letter also confirms that intercompany loans will not be demanded within 12 months of the signing of the financial statements. On this basis it is reasonable to look at the Group's resources.

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for services supplied, stated net of discounts, returns and value added taxes. The Company recognises revenue when performance obligations have been satisfied and for the Company this is when the services have transferred to the customer and the customer has control of these.

The transaction price is allocated in full to the single distinct performance obligation and is set out in the contract. Payment is received before or as work is completed and therefore no discounting is required. Amounts received in advance of service delivery are recorded as contract liabilities within current liabilities.

Contract Liabilities

Contract liabilities represent consideration received for services not yet provided at the reporting date. These are expected to be recognised as revenue within the next 12 months.

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

Right-of-use assets

The company recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost less any accumulated depreciation and impairment losses and adjusted for any re-measurement of lease liabilities. The cost of right-of-use assets includes the amount of the lease liabilities recognised, initial direct costs incurred, restoration costs, and lease payments made at, or before, the commencement date less any incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the asset's estimated useful life and the lease term or revaluation break clause. Right-of-use assets are subject to impairment testing.

Investments in subsidiary undertakings are classified as non-current assets and are stated at fair value in accordance with IFRS 13 Fair Value Measurement. Fair value is determined using appropriate valuation techniques, including net asset valuations.

Changes in fair value are recognised in profit or loss in the period in which they arise.

The Company assesses at each reporting date whether there is objective evidence of impairment. Where the fair value of an investment falls below its carrying amount, the difference is recognised in profit or loss.

A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting end date, the Company reviews the carrying amounts of its tangible 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.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Work in progress represents expenditure on films or programmes in production and projects in development, valued at the lower of costs and net realisable value. All projects are held as work in progress until delivery and are deemed recoverable. Where items are no longer deemed recoverable, costs are written off to the Statement of Comprehensive Income.

Net realisable value is the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value.

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or

amortised cost, depending on the classification of the financial assets.

All of the Company's financial assets other than those which meet the criteria to be measured at amortised cost are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset.

Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest method and represents the amount measured at initial recognition less repayments of principal plus the cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

The Company recognises a loss allowance for expected credit losses on investments in debt instruments that are measured at amortised or at fair value through other comprehensive income.The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.

The Company always recognises lifetime expected credit losses for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime expected credit losses represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.

Ordinary shares are classified as equity. Equity instruments are measured at fair value of the cash or other resources received or receivable, net of direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to 'other comprehensive income', in which case the deferred tax is also dealt with in 'other comprehensive income'. Deferred tax assets and liabilities are offset when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

Provisions are recognised when the Company has a legal or constructive present obligation as a result of a past event and 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 reporting end 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.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

A termination benefit liability is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs.

Payments to defined contribution retirement benefit schemes are charged as an expense when employees have rendered the service entitling them to the contributions.

At inception, the Company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the Company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date of the lease to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the Company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the Company's estimate of the amount expected to be payable under a residual value guarantee; or the Company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

Interest Income

Interest income is recognised in profit or loss using the effective interest method.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

In preparing these financial statements, the directors have had to make the following judgments

• Determining whether investments in subsidiaries are displaying indicators of impairment. The Company assesses investments in subsidiaries for impairment annually or when indicators of impairment exist. This assessment requires estimating the recoverable amount of each investment, which is determined based on net asset valuation method, which requires judgement in estimating the fair value of the subsidiary's assets and liabilities. Key assumptions include the accuracy and completeness of the subsidiary's underlying net asset position and consideration of market conditions and the subsidiary's ability to realise its assets at stated values. These estimates involve significant judgement and are subject to uncertainty. Changes in assumptions regarding asset values or liabilities could result in material adjustments to the carrying amount of investments.

• Determining the discount rate applied to lease liabilities. The measurement of lease liabilities requires the application of discount rates to determine the present value of future lease payments. Where the interest rate implicit in the lease cannot be readily determined, the Group uses its incremental borrowing rate at the commencement date of the lease. This rate reflects the cost of borrowing over a similar term, with similar security, in a comparable economic environment. Determining the incremental borrowing rate involves judgement and estimation, including consideration of the group's credit risk, the lease term and the market considerations at the lease commencement date. Changes in these assumptions could have a material impact on the valuation of lease liabilities and corresponding right-of-use assets.

• Determining whether amounts owed by customers are displaying indicators of impairment. Factors taken into consideration are the amounts received after the reporting date and expected future receipts.

In accordance with IFRS 15 Revenue from Contracts with Customers, revenue is recognised when the performance obligation is satisfied. The Company's performance obligations are satisfied at a point in time upon delivery of services to customers.

This recognition criteria differs from FRS 102, where revenue was recognised by reference to the stage of completion. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff and materials, as a proportion of total costs. As such, the revenue recognised for the year ended 31 July 2023 has changed materially due to the restatement under FRS 101.

Exceptional items are those that, due to their size or nature, require separate disclosure to provide a clearer understanding of the Company's financial performance. These items are not expected to recur frequently and are included within operating profit.

During the period ended 30 December 2024, exceptional items comprised the following:

Onerous lease expenses

At 31 July 2023, the Company assessed that a lease in relation to a leased building had become onerous, and created a provision for the lease payments due until termination of the agreement. Under FRS 101, the onerous lease has been reflected by an impairment of the right-of-use asset. Rental expenses following the full impairment of the right-of-use asset have been recognised as exceptional expenditure. During the period to 30 December 2024, costs of £1,315,376 (2023: £418,141) were incurred relating to the onerous lease.

Provision for staff redundancies:

At 30 December 2024, the Company recognised a provision of £533,793 (2023: £Nil) for an adjusting post balance sheet event relating to staff redundancies, where conditions existed at the period end date.

Provision for onerous software contract

At 30 December 2024, the Company recognised a provision of £186,102 (2023: £Nil) for an onerous software contract which is no longer being utilised.

Merger-related costs

During the period to 30 December 2024, one-off costs of £1,583,151 (2023: £Nil) were incurred in relation to a merger transaction completed during the period.

The average monthly number of persons (excluding directors) employed by the Company during the period was:

Their aggregate remuneration comprised:

In the prior year, employee remuneration disclosures included directors. To ensure consistency, we have restated the comparative figures to exclude directors, as directors' remuneration is presented separately in Note 8.

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (year ended 31 July 2023: 3)

The standard rate of corporation tax applied to the Company's taxable profits for the period ended 30 December 2024 was 25% (year ended 31 July 2023: 21.01%). The prior year rate represented a blended rate, reflecting the increase in the UK corporation tax rate from 19% to 25% effective from 1 April 2023.

The charge for the period can be reconciled to the loss per the income statement as follows:

In the prior year, an impairment charge of £1,862,106 was recognised in respect of Right of Use assets. This related to a leased building which was no longer in use.

Details of the Company's subsidiaries at 30 December 2024 are as follows:

The directors believe that the carrying amounts of financial assets carried at amortised cost in the financial statements approximate to their fair value.

Disposals represent subsidiaries which have been dissolved during the period and did not result in any gain or loss in profit or loss.

The Company has applied the FRS 101 Reduced Disclosure Framework and taken advantage of the disclosure exemptions permitted for qualifying entities. Accordingly, detailed disclosures required by IFRS 3 and IFRS 5 have not been presented in these financial statements. Equivalent disclosures are provided in the consolidated financial statements of the ultimate parent undertaking, Fulwell 73 Productions LLP.

Details of the Company's joint ventures at 30 December 2024 are as follows:

Amounts owed by fellow group undertakings represent intercompany trading, has no associated interest and is repayable on demand.

The carrying value of trade and other receivables is considered to approximate fair value.

Amounts owed to fellow group undertakings represent intercompany trading, has no associated interest and is payable on demand.

The carrying value of trade and other payable is considered to approximate fair value.

Deferred income amounting to £2,115,701 (31 July 2023: £2,707,699) relates to consideration received for services not yet provided at the reporting date, and under IFRS 15 are contract liabilities.

The fair value of the Company's lease obligations is approximately equal to their carrying amount.

During the period a provision of £533,793 (year ended 31 July 2023: £Nil) was recognised in respect of redundancy costs.

During the period a provision of £186,102 (year ended 31 July 2023: £Nil) was recognised in respect of an onerous software contract.

During the year ended 31 July 2023, a provision of £418,142 was recognised in respect of an onerous lease.

Exceptional administrative expenses of £719,895 (year ended 31 July 2023: £418,142) were recorded in recognising the provisions.

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior reporting period.

The Company is the representative member of a VAT group registered with HMRC, which includes certain subsidiaries of the Group. As the representative member, the Company is jointly and severally liable for all VAT obligations of the group. VAT balances in these financial statements reflect the group arrangement.

As at 30 December 2024, the Group had a recoverable position, which is included within other receivables. In the prior year, the Company was not part of the VAT group, therefore there is no comparative position.

The Company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Company in an independently administered fund.

On 1 January 2025 the Fulwell group underwent a merger with the Springhill group, a production group based in the United States. As part of the merger Fulwell 73 Productions LLP became the ultimate controlling party of the group. The Partners (two of which are also directors of the company) are considered to be the ultimate controlling parties.

FRS 101 exempts preparers from the requirements of para.17 and 18A of IAS 24, meaning that FRS 101 accounts do not disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned within the group. All transactions are with wholly owned companies within the group.

During the period, the Company sold film and television programme services amounting to £1,158,549 (year ended 31 July 2023: £Nil) to Toffee International Limited, a company which is a joint venture of the Company's immediate parent. At the period end, an amount of £1,158,549 (31 July 2023: £Nil) was due from Toffee International Limited and is included within other receivables.

During the period, the Company sold film and television programme services amounting to £45,945 (year ended 31 July 2023: £Nil) to GS TV Productions Limited, a company which is a joint venture of the parent company. At the period end, an amount of £45,945 (31 July 2023 2023: £Nil) was due from GS TV Productions Limited and is included within other receivables.

During the period, the Company sold film and television programme services amounting to £170,522 (year ended 31 July 2023: £Nil) to Bitachon 365 Limited, a company which is a joint venture of the parent company. At the period end, an amount of £170,522 (31 July 2023: £Nil) was due from Bitachon 365 Limited and is included within other receivables.

During the period, the Company made advances amounting to £406 (year ended 31 July 2023: £360) to Benjamin Winston, a partner of the ultimate parent company, Fulwell 73 Productions LLP. At the period end, an amount of £9,203 (31 July 2023: £9,609) was due to Benjamin Winston and is included within other payables.

During the period, the Company entered into transactions with its directors. These transactions were conducted at arm's length.

The above balances are included within Other Receivables.

The balances are unsecured, interest-free, and repayable on demand. No guarantees have been given or received. There were no provisions for expected credit losses related to these balances at the period-end.

Remuneration paid to directors during the period is disclosed in note 8.

The smallest and largest group in whose consolidated financial statements the Company's financial statements are consolidated is Fulwell 73 Productions LLP.

These financial statements are available upon request from 1 Esther Anne Place, London N1 1UL.

The Company's immediate parent is Fulwell 73 UK Limited.

The ultimate parent is Fulwell 73 Productions LLP, incorporated in the UK under the Limited Liability Partnerships Act 2000.

The ultimate controlling party is Fulwell 73 Productions, LLP.

Change in controlling party

During the period, the Company's parent undertaking changed from Fulwell 73 Holdco Limited to Fulwell 73 UK Limited following a group restructuring.

These financial statements for the period ended 30 December 2024 are prepared in accordance with IFRS. The financial statements for the prior year were prepared in accordance with FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The reason for transitioning to the application of IFRS was to align the reporting framework of its ultimate parent company and the wider group.

The Company has applied IFRS retrospectively.

Accordingly, the Company has prepared financial statements that comply with IFRS applicable as at 30 December 2024, together with the comparative period data for the year ended 31 July 2023, as described in the accounting policies. This note explains the principle adjustments made by the Company in restating FRS 102 financial statements, including the financial statements as of, and for, the year ended 31 July 2023.

IFRS 15 requires the recognition of revenue as the performance obligations are satisfied. The Company recognises revenue at a point in time, on delivery of film and television programme services.

As a result, revenue previously recognised of £1,720,424 has been derecognised, with a deferred revenue balance of £2,707,699 and an opening reserves balance of £984,313 being recognised on the Statement of Financial Position at the date of transition to IFRS at 1 August 2023.

Production costs of £20,363 have been derecognised, with a resulting work in progress balance of £23,325 being recognised for production costs incurred.

Previously, revenue was recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably, under FRS 102.

IFRS 16 requires the recognition of a right-of-use asset and corresponding lease liability, with depreciation and interest costs being charged to the income statement.

As a result, administrative expenses previously recognised of £495,445 and exceptional administrative expenses in respect of an onerous lease have been derecognised. Interest costs of £811,290 have been recognised. This resulted in a right-of-use assets balance of £3,574,442, a lease liability balance of £5,462,122 and an adjustment to provisions of £2,051,947 in respect of an onerous lease being recognised on the Statement of Financial Position at the date of transition to IFRS at 1 August 2023.

Previously, leases were treated as operating leases, where lease payments are expensed on a straight-line basis over the lease term, under FRS 102.

The net result is an increase in loss in the comparative statements to £8,269,061.