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FOR THE YEAR ENDED 31 DECEMBER 2024
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PIRATE STUDIOS LIMITED
COMPANY INFORMATION
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PIRATE STUDIOS LIMITED
CONTENTS
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PIRATE STUDIOS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their strategic report and financial statements for the year ended 31 December 2024.
PRINCIPAL ACTIVITY The principal activity of the group headed by Pirate Studios Limited (the Group) was that of provision of music studios and facilities. The company is a holding company and acts as a holding company for the group’s trading subsidiaries, Pirate Studios LLC and Pirate Studio GmbH. The company's results also include the results of its foreign branch registered in Ireland.
The company is the world’s first and only global self-service studio provider, established in July 2015 with 32 locations worldwide.
The company has developed a powerful and highly disruptive customer proposition that is differentiated from traditional studios and appeals to a broad range of consumers. Our aim is to empower artists by providing state- of-the-art creative studios to rent hourly, at an affordable price. The key elements of our proposition include:
∙An innovative studio design allowing for cost-effective and efficient assembly, reducing time to market.
∙Non-prime location rents and reduced staffing which are passed to customers in the form of low prices.
∙Unique self-service operating model, facilitating unmanned buildings which are open 24/7 compared to competitors who are open 12 hours a day.
∙Proprietary technology allowing artists to capture and share their performances direct from the studio.
In 2024, the company evaluated a Hub-and-Spoke strategy to support more measured, capital-efficient growth. The strategy combines larger flagship locations, or “Hubs”, with smaller satellite studios, or “Spokes”. Hubs are intended to provide a broader customer offering, potentially including studios, event spaces, retail and hospitality areas, while Spokes may allow Pirate to enter new markets more quickly and at lower cost by using existing studio spaces. This approach is designed to help Pirate test local demand and build market presence before committing to larger-scale investment.
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PIRATE STUDIOS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Attracting and retaining customers
As the majority of our revenue is derived from our studios operations, our success is dependent on attracting and retaining customers within our studios. Consequently, we must continually engage existing customers and attract new customers in order to maintain or increase our studio occupancy levels. If we are unable to attract and retain customers, it could have a material adverse effect on our rate of growth, business and prospects. The factors that may influence this include:
∙Competition from other studio operators
∙Changes in customer preference
∙Changes in customer spending habits due to adverse economic conditions
New site availability A key part of our expansion strategy is the opening of new studios. Currently all of our sites are leaseholds and we are dependent upon finding and securing new leasehold sites where we can open new studios. Our site selection strategy includes a variety of criteria to determine the optimal locations of new sites such as demographics, population density, accessibility, competition and other music-led demand indicators. Our ability to identify and negotiate acceptable lease terms for new sites may be adversely affected by the availability of sites that meet our selection criteria or fluctuations in the property market. As a result, we may be unable to identify suitable sites and secure them acceptable terms or in a timely manner. This could have a material adverse effect on our rate of growth, business and prospects. Moving to a business model that is able to also fund freehold opportunities reduces this risk as it widens the pool of locations available as well as enabling the company to share the economic benefits of property ownership and this is something the company is currently looking at. Supply chain management We rely on third-party contractors and suppliers for various services and products, such as site fit out, equipment, maintenance and cleaning. Whilst there are a number of providers for each of these services and we closely monitor their performance, there are risks that are beyond our control. If we encounter delays or difficulties in securing the products or services provided by our third-party contractors and suppliers or there is a deficiency, lack of or poor quality of such products or services provided, it may impact our service offering and have a material adverse effect on our rate of growth, business and prospects. Systems We are a technology enabled company and any disruptions or failures that affect our website, studio access, marketing, finance and other administrative functions could have an adverse effect on our operations. While we have a full business continuity plan in place, conduct regular data back-ups and have processes in place to protect customer data, disruptions, failures or cyber attacks involving our information technology systems could have a material adverse effect on our rate of growth, business and prospects. Access to capital During the ramp-up phase, our business will be capital intensive, and we require significant capital to finance such activities, as well as to fund ongoing investments in our business and to meet our debt obligations. Any inability or delay in raising additional capital if and when required may affect our ability to execute on our growth strategy or cause us to lose future opportunities. This could have a material adverse effect on our rate of growth, business and prospects. Cost of living and inflation As with many UK businesses, the Group continued to experience elevated operating costs during the year, following the inflationary pressures arising since the pandemic and the war in Ukraine. While inflation and energy cost pressures moderated during 2024 compared with the peak levels experienced in 2022 and 2023, the
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PIRATE STUDIOS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Group’s cost base remained above pre-pandemic levels. To mitigate the impact, the Group implemented price increases at the end of 2022 and 2023, and management continues to review pricing on an ongoing basis.
This section describes how we have considered and had regard to the interests of our key stakeholders when exercising our duty to promote the success of the company under section 172(1) of the Companies Act 2006. The principles set out within this section are not just something considered at board level but are in fact embedded throughout the company.
Our key stakeholder groups are set out below. All of these groups are key to the continued success of our business and their views and needs, as well as any long term consequences of our actions, are taken into account when making any decision at any level throughout out the business. Sometimes decisions must be made based on competing priorities. Investors - we rely on investors and providers of debt funding as essential sources of capital for our business development. They rely on us to manage cash prudently and generate a return on their investment by striking a balance between growth and sustainability. Suppliers - we rely on our suppliers to provide the real estate through which we operate, supply the materials and labour required to build new studios and provide essential services we need to operate our business. Our suppliers rely on us to generate revenue and employment for them. Customers - our customers are the reason we exist and we are passionate about not just providing safe, accessible and comfortable spaces for them to create but also the tools and opportunities for them to realise their true potential. Connecting customers with each other as well as their audience and the wider market remains a key part of our mission. In doing so, we build our brand value and loyalty. Our workforce - our business would not be possible without the hard work and dedication of our employees. Our employees rely on us to provide a safe and respectful working environment, stable employment and the training and opportunities to further develop their skill set. Communities and the environment - we engage with local communities, local government and the police to ensure that we act both as a responsible company and a responsible neighbour. Our business and the customers that use our studios have the potential to enrich local communities but it has to be done in a way that is acceptable to those existing communities the safety of our customers as well as the surrounding community is our highest priority. At a wider level we are always looking at new ways we can reduce any adverse impact of our business on the environment.
FINANCIAL AND OPERATIONAL HIGHLIGHTS
Revenue increased from £12,875,712 in 2023 to £13,045,615 in 2024 representing an increase of 1.3%, this is due to the underlying growth in demand. An analysis of revenue is set out in Note 4. FREE BOOKINGS AND CREDIT BOOKINGS Free credit is given for the first month after a go live of a new location. This marketing exercise is a very effective way of generate hype and acquiring new customers. Credit is also offered through other marketing promotions such as our “refer a friend” scheme. The directors monitor credit and the analysis below shows the year on year growth in credit revenue, driving total bookings and therefore total revenue as new studios launched during 2020 continue to grow. The use of credit bookings as an effective way to generate revenue can be seen by the growth in revenue year on year, and reduction in the credit bookings as a proportion of total sales. The directors were satisfied with the performance of the business against these KPIs and consider the business to be well on track to becoming a self-sustaining business.
GOING CONCERN
During the year ended 31 December 2024 the Group incurred a net loss of £12,993,632 (2023: £10,067,539). At
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PIRATE STUDIOS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
the year end the group had net liabilities of £11,110,396 (2023: £46,459,326) and net current liabilities of £20,968,855 (2023: £60,905,521).
2024 was a consolidation year for the group, operationally no new sites were opened and the action was taken to exit loss making sites. From a liquidity perspective, in the year the group was successful in converting £48.4m of existing debt and accrued interest into equity. This had the effect of reducing the debt burden on the balance sheet as well as the significant debt service costs in the P&L. As part of this conversion of debt the group undertook a restructure, creating a new Singaporean holding company, Pirate Studios Pte. Ltd, the new ultimate parent company. At the same time the reconstructed group was able to complete a debt fundraising transaction to raise $14.9m, receiving $7.4m in 2024, having already received the balance of the funds in the form of promissory notes/bridge loans in earlier years. The combination of these actions has simplified the operational efficiency and financial strength of the group, meaning it is well placed to capitalise on future opportunities and more forward as a profitable enterprise. Whilst there are factors like the wars in Ukraine and Iran resulting in a cost of living crisis we have seen the underlying business continue to improve. While the group has historically been loss-making, overall performance is expected to be improved for the financial year ending 31 December 2025. The Directors have prepared budgets and cash flow forecasts for a period of at least 12 months following the date of approval of the financial statements. These forecasts assume that the revenue growth and cost savings targets are achieved. The Directors are of the opinion that the group will continue in operational existence for the foreseeable future and continue to adopt the going concern basis of preparation of the financial statements. This opinion is based on the group's current trading levels, support from the group's shareholders and primary debtholders and other creditors, however it is acknowledged that support is not legally committed. The Directors' forecast assumes that the group's profitability, creditor management, and external funding are achieved. The financial statements do not reflect the adjustments that would be necessary should the ability of the group to trade be jeopardised due to a material issue with any one of these assumptions not being achieved. As such there is a material uncertainty related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities as they fall due in the normal course of business. The Directors are actively monitoring the above matters and are in regular dialogue with relevant counterparties and funders. However, the Directors recognise that the above assumptions represent material uncertainties in respect of the preparation of the financial statements on a going concern basis.
This report was approved by the board on 7 September 2026 and signed on its behalf.
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PIRATE STUDIOS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the year ended 31 December 2024.
The loss for the year, after taxation, amounted to £12,993,632 (2023: loss £10,067,539).
The directors who served during the year were:
The Company has included mandatory directors' report disclosures within the strategic report as they are considered by the directors to be of strategic importance; as permitted by the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013.
Since the year end the Group has received additional bridge loan funding totalling $1,500,000.
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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PIRATE STUDIOS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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PIRATE STUDIOS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIRATE STUDIOS LIMITED
We have audited the financial statements of Pirate Studios Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We draw attention to note 2.3 in the financial statements, which indicates that the group made a loss of £12,993,632 and has net current liabilities of £20,968,855. The material uncertainty in relation to going concern centres around the group's ability to meet its revenue growth and cost saving assumptions included in its cash flow forecasts in order to meet its creditor obligations, as well as ongoing support from its shareholders and primary debtholders, which is not legally committed. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 2.3, indicate that a material uncertainty exists that may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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PIRATE STUDIOS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIRATE STUDIOS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group 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 Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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PIRATE STUDIOS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIRATE STUDIOS LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities
∙We have considered the nature of the industry and sector, control environment and business performance including the design of the Group and Company's bonuses.
∙We have considered the results of our enquiries of management and those charged with governance about their own identification and assessment of the risk of irregularities.
∙For any matters identified we have obtained and reviewed the Group and Company's documentation of their policies and procedures relating to:
°Identifying, evaluating, and complying with laws and regulations whether they are aware of any instances of non-compliance;
°Detecting and responding to the risk of fraud and whether they have knowledge of actual, suspected, or alleged fraud; and
°The internal controls established to mitigate the risks of fraud or non-compliance with laws and regulations.
∙We have considered the matters discussed among the audit engagement team including internal tax specialists regarding how and where fraud might occur in the financial statements and potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified recognition of revenue as the greatest potential for fraud.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory frameworks that the Group and Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102, and tax legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements, but compliance with which may be fundamental to the Group and Company's ability to operate or to avoid a material penalty.
Audit response to risks identified
We identified the recognition of revenue as key audit matter related to the potential risk of fraud. Our procedures to respond to risks identified, which were performed at a parent company and subsidiary level, included the following:
∙Undertaking various substantive tests of detail related to the recognition of revenue.
∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements.
∙Enquiring of management concerning actual and potential litigation claims.
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PIRATE STUDIOS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIRATE STUDIOS LIMITED (CONTINUED)
∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement or fraud.
∙In addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws or regulations throughout the audit. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
10 Temple Back
BS1 6FL
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PIRATE STUDIOS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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PIRATE STUDIOS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 September 2026.
The notes on pages 20 to 45 form part of these financial statements.
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PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
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PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 45 form part of these financial statements.
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PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024
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