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Registered number: 09669260
















PIRATE STUDIOS LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024


































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PIRATE STUDIOS LIMITED

 
COMPANY INFORMATION


DIRECTORS
S Andrews 
D Borrie 
S Kwan 
R Kyle 
E Solberg 
H Teck 




REGISTERED NUMBER
09669260



REGISTERED OFFICE
13 Rothbury Road

London

E9 5HA




INDEPENDENT AUDITORS
Bishop Fleming Audit Limited
Chartered Accountants & Statutory Auditors

10 Temple Back

Bristol

BS1 6FL






PIRATE STUDIOS LIMITED


CONTENTS



Page
Group strategic report
 
1 - 4
Directors' report
 
5
Directors' responsibilities statement
 
6
Independent auditors' report
 
7 - 10
Consolidated statement of comprehensive income
 
11 - 12
Consolidated statement of financial position
 
13 - 14
Company statement of financial position
 
15 - 16
Consolidated statement of changes in equity
 
17
Company statement of changes in equity
 
18
Consolidated statement of cash flows
 
19
Notes to the financial statements
 
20 - 45



PIRATE STUDIOS LIMITED

 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

INTRODUCTION
 
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.

BUSINESS REVIEW
 
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.

Page 1


PIRATE STUDIOS LIMITED


GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
 
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
Page 2


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.

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE GROUP
 
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
Page 3


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.



E Solberg
Director

Page 4


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.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £12,993,632 (2023: loss £10,067,539).

DIRECTORS

The directors who served during the year were:

S Andrews 
D Borrie 
S Kwan 
R Kyle 
E Solberg 
H Teck 

MATTERS COVERED IN THE STRATEGIC REPORT

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.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

POST BALANCE SHEET EVENTS

Since the year end the Group has received additional bridge loan funding totalling $1,500,000. 

AUDITORS

The auditorsBishop Fleming Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 7 September 2026 and signed on its behalf.
 





E Solberg
Director

Page 5


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 2006They 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.

Page 6


PIRATE STUDIOS LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIRATE STUDIOS LIMITED
OPINION


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 policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2024 and of the Group's loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


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.


Page 7


PIRATE STUDIOS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIRATE STUDIOS LIMITED (CONTINUED)

OTHER INFORMATION


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 ReportOur 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.


OPINION 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 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.


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

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.


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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company 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.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 6, 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 Group's and the Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8


PIRATE STUDIOS LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF PIRATE STUDIOS LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
Page 9


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.


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 2006Our 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.





Matthew Haskell ACA (Senior statutory auditor)
for and on behalf of
Bishop Fleming Audit Limited
Chartered Accountants
Statutory Auditors
10 Temple Back
Bristol
BS1 6FL

7 September 2026
Page 10


PIRATE STUDIOS LIMITED

 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2024
2024
2024
2023
2023
As restated
2023
Note
£
£
£
£
£
£

  

Turnover
 4 
12,380,902
664,713
13,045,615
12,120,495
755,217
12,875,712

Cost of sales
  
(6,805,631)
(602,038)
(7,407,669)
(8,126,351)
(767,074)
(8,893,425)

Gross profit
  
5,575,271
62,675
5,637,946
3,994,144
(11,857)
3,982,287

Administrative expenses
  
(13,761,167)
(652,289)
(14,413,456)
(11,836,504)
(372,570)
(12,209,074)

Exceptional administrative expenses
 11 
(1,755,849)
(658,143)
(2,413,992)
-
-
-

Operating loss
 5 
(9,941,745)
(1,247,757)
(11,189,502)
(7,842,360)
(384,427)
(8,226,787)

Interest payable and similar expenses
 9 
(1,925,319)
-
(1,925,319)
(1,837,363)
-
(1,837,363)

Loss before taxation
  
(11,867,064)
(1,247,757)
(13,114,821)
(9,679,723)
(384,427)
(10,064,150)

Tax on loss
 10 
121,189
-
121,189
(3,389)
-
(3,389)

Loss for the financial year
  
(11,745,875)
(1,247,757)
(12,993,632)
(9,683,112)
(384,427)
(10,067,539)

  

Currency translation differences
  
(86,200)
(285,677)

Other comprehensive income for the year
  
(86,200)
(285,677)

Total comprehensive income for the year
  
(13,079,832)
(10,353,216)

(Loss) for the year attributable to:
  

Owners of the Parent Company
  
(11,745,875)
(1,247,757)
(12,993,632)
(9,683,112)
(384,427)
(10,067,539)

  
(11,745,875)
(1,247,757)
(12,993,632)
(9,683,112)
(384,427)
(10,067,539)

Page 11


PIRATE STUDIOS LIMITED


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

There were no recognised gains and losses for 2024 or 2023 other than those included in the consolidated statement of comprehensive income.

The notes on pages 20 to 45 form part of these financial statements.

Page 12


PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
As restated
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,074,953
1,799,435

Tangible assets
 13 
10,050,314
14,964,096

  
12,125,267
16,763,531

Current assets
  

Debtors: amounts falling due after more than one year
 15 
1,066,822
1,066,759

Debtors: amounts falling due within one year
 15 
1,290,380
742,714

Cash at bank and in hand
 16 
106,157
136,974

  
2,463,359
1,946,447

Creditors: amounts falling due within one year
 17 
(23,432,214)
(62,851,968)

Net current liabilities
  
 
 
(20,968,855)
 
 
(60,905,521)

Total assets less current liabilities
  
(8,843,588)
(44,141,990)

Creditors: amounts falling due after more than one year
 18 
(1,379,023)
(1,570,492)

Provisions for liabilities
  

Other provisions
 20 
(887,785)
(746,844)

Net liabilities
  
(11,110,396)
(46,459,326)


Capital and reserves
  

Called up share capital 
 21 
3,453
938

Share premium account
 22 
78,500,693
30,074,446

Capital redemption reserve
 22 
512
512

Foreign exchange reserve
 22 
(1,428,518)
(1,342,318)

Profit and loss account
 22 
(88,186,536)
(75,192,904)

Equity attributable to owners of the Parent Company
  
(11,110,396)
(46,459,326)

  
(11,110,396)
(46,459,326)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 September 2026.




E Solberg
Director

The notes on pages 20 to 45 form part of these financial statements.
Page 13


PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260
    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024


Page 14


PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
As restated
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,074,953
1,799,435

Tangible assets
 13 
5,023,066
8,076,639

Investments
 14 
22,168
22,168

  
7,120,187
9,898,242

Current assets
  

Debtors: amounts falling due after more than one year
 15 
595,831
557,129

Debtors: amounts falling due within one year
 15 
21,116,215
20,690,183

Cash at bank and in hand
 16 
37,986
88,351

  
21,750,032
21,335,663

Creditors: amounts falling due within one year
 17 
(21,975,361)
(61,865,019)

Net current liabilities
  
 
 
(225,329)
 
 
(40,529,356)

Total assets less current liabilities
  
6,894,858
(30,631,114)

  

Creditors: amounts falling due after more than one year
 18 
(771,554)
(870,991)

Provisions for liabilities
  

Other provisions
 20 
(705,557)
(592,685)

Net assets/(liabilities)
  
5,417,747
(32,094,790)


Capital and reserves
  

Called up share capital 
 21 
3,453
938

Share premium account
 22 
78,500,693
30,074,446

Capital redemption reserve
 22 
512
512

Foreign exchange reserve
 22 
38,598
1,308

Profit and loss account brought forward
  
(62,171,994)
(53,748,078)

Loss for the year
  
(10,953,515)
(8,423,916)

Profit and loss account carried forward
  
(73,125,509)
(62,171,994)

  
5,417,747
(32,094,790)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 September 2026.

E Solberg
Director

The notes on pages 20 to 45 form part of these financial statements.
Page 15


PIRATE STUDIOS LIMITED
REGISTERED NUMBER:09669260
    
COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 DECEMBER 2024


Page 16
 

PIRATE STUDIOS LIMITED
 
 
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2023
938
30,074,446
512
(1,056,641)
(65,125,365)
(36,106,110)



Comprehensive income for the year


Loss for the year (as restated)
-
-
-
-
(10,067,539)
(10,067,539)


Currency translation differences (as restated)
-
-
-
(285,677)
-
(285,677)


Shares issued during the year
20
-
-
-
-
20


Shares cancelled during the year
(20)
-
-
-
-
(20)





At 1 January 2024 (as previously stated)
938
30,074,446
512
(517,955)
(78,875,529)
(49,317,588)


Prior year adjustment - correction of error
-
-
-
(824,363)
3,682,625
2,858,262



At 1 January 2024 (as restated)
938
30,074,446
512
(1,342,318)
(75,192,904)
(46,459,326)



Comprehensive income for the year


Loss for the year
-
-
-
-
(12,993,632)
(12,993,632)


Currency translation differences
-
-
-
(86,200)
-
(86,200)



Contributions by and distributions to owners


Shares issued during the year
2,515
48,426,247
-
-
-
48,428,762



At 31 December 2024
3,453
78,500,693
512
(1,428,518)
(88,186,536)
(11,110,396)



The notes on pages 20 to 45 form part of these financial statements.

Page 17

 

PIRATE STUDIOS LIMITED
 
 
 


COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024



Called up share capital
Share premium account
Capital redemption reserve
Foreign exchange reserve
Profit and loss account
Total equity


£
£
£
£
£
£



At 1 January 2023
938
30,074,446
512
1,468
(53,748,078)
(23,670,714)



Comprehensive income for the year


Loss for the year (as restated)
-
-
-
-
(8,423,916)
(8,423,916)


Currency translation differences
-
-
-
(160)
-
(160)


Shares issued during the year
20
-
-
-
-
20


Shares cancelled during the year
(20)
-
-
-
-
(20)





At 1 January 2024 (as previously stated)
938
30,074,446
512
1,308
(65,030,256)
(34,953,052)


Prior year adjustment - correction of error
-
-
-
-
2,858,262
2,858,262



At 1 January 2024 (as restated)
938
30,074,446
512
1,308
(62,171,994)
(32,094,790)



Comprehensive income for the year


Loss for the year
-
-
-
-
(10,953,515)
(10,953,515)


Currency translation differences
-
-
-
37,290
-
37,290



Contributions by and distributions to owners


Shares issued during the year
2,515
48,426,247
-
-
-
48,428,762



At 31 December 2024
3,453
78,500,693
512
38,598
(73,125,509)
5,417,747



The notes on pages 20 to 45 form part of these financial statements.

Page 18

PIRATE STUDIOS LIMITED


CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
As restated
2023
£
£

Cash flows from operating activities

Loss for the financial year
(12,993,632)
(10,067,539)

Adjustments for:

Amortisation of intangible assets
532,904
502,092

Depreciation of tangible assets
3,268,774
3,737,735

Loss on disposal of tangible assets
1,755,849
(7,032)

Interest paid
1,925,319
1,837,363

Taxation charge
(121,189)
3,389

(Increase)/decrease in debtors
(547,729)
47,008

Increase/(decrease) in creditors
7,077,041
(114,291)

Increase in provisions
140,941
28,874

Foreign exchange
(82,667)
110,438

Net cash generated from operating activities

955,611
(3,921,963)


Cash flows from investing activities

Purchase of intangible fixed assets
(808,422)
(759,082)

Purchase of tangible fixed assets
(757,999)
(751,440)

Sale of tangible fixed assets
643,625
51,111

Net cash from investing activities

(922,796)
(1,459,411)

Cash flows from financing activities

Repayment of loans
(11,727)
-

Other new loans
-
5,103,804

Repayment of/new finance leases
-
(1,371)

Interest paid
(51,898)
(42,741)

Net cash used in financing activities
(63,625)
5,059,692

Net (decrease) in cash and cash equivalents
(30,810)
(321,682)

Cash and cash equivalents at beginning of year
136,967
458,649

Cash and cash equivalents at the end of year
106,157
136,967


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
106,157
136,967

106,157
136,967


Page 19


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


GENERAL INFORMATION

Pirate Studios Limited is a private company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the company information page and the nature of the company's operations and its principal activities are set out in the strategic report.

The company has determined that GBP is its functional currency. 

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 20


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.3

GOING CONCERN

During the year ended 31 December 2024 the Group incurred a net loss of £12,993,632 (2023: £10,067,539). At 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 move forward as a profitable enterprise. 

Whilst there are still some knock-on effects of the pandemic and other 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, it is expected to be EBITDA positive for the financial year ending 31 December 2025, with further improvements in EBITDA forecast for the year ending 31 December 2026. 

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. 

Page 21


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Revenue is respect of studio and other revenue is recognised as the services are delivered to the customer. Any consideration received upfront is recognised as deferred revenue. 

Page 22


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.6

OPERATING LEASES: THE GROUP AS LESSEE

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.7

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

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.

 
2.9

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.11

TAXATION

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.


Page 23


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.12

EXCEPTIONAL ITEMS

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

 
2.13

INTANGIBLE ASSETS

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.14

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
Between 2 and 15 years
Studio equipment and machinery
-
3 years
Motor vehicles
-
5 years
Fixtures and fittings
-
5 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.15

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each Statement of financial position. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each Statement of financial position. Gains and losses on remeasurement are recognised in profit or loss for the period.

Page 24


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.16

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.17

CASH AND CASH EQUIVALENTS

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.18

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

PROVISIONS FOR LIABILITIES

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.

Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.20

FINANCIAL INSTRUMENTS

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Page 25


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)


2.20
FINANCIAL INSTRUMENTS (CONTINUED)

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Basic financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 26


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.ACCOUNTING POLICIES (CONTINUED)

 
2.21

CONVERTIBLE DEBT

The proceeds received on issue of the Group's convertible debt are allocated into their liability and equity components and presented separately in the Statement of financial position.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

Page 27


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the period. However, the nature of estimation means that actual outcomes could differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The critical judgments made by management that have a significant effect on the amounts recognised in the financial statements are described below.

Critical judgments

Impairment of the group's tangible and intangible assets
Factors taken into consideration in reaching such a decision include the economic viability, capitalisation of software development and expected future financial performance of the asset and where it is a component of a larger cash-generating unit, the viability and expected future performance of that unit.

Capitalisation of software development costs 
There is judgement involved with regards to development costs being capitalised and whether they satisfy the criteria per FRS 102 to be capitalised. Capitalisation of a particular activity commences after proof of concept, requirements and function concept stages are complete, and once the directors are satisfied that future economic benefit will be delivered by the assets developed.

Capitalisation of payroll costs
There is judgement involved with regards to payroll costs being capitalised and whether they satisfy the criteria per FRS 102 to be capitalised. Software developer and project manager costs relating to the creation of digital assets that satisfy this criteria are tracked by time spent on a project basis and are classified as intangible assets and amortised on a straight line basis over 5 years in line with the intangible asset amortisation policy. Payroll costs incurred by our rollout and construction team are entirely associated with both current and future studio builds that satisfy the criteria to be capitalised and are classified as leasehold improvements and depreciated on a straight line basis over 5 years as their time is not allocated by project and 5 years is the shortest lease length within our portfolio.

Indirect tax treatment
In the application of the company’s accounting policies, management is required to make judgements in areas where the interpretation of relevant indirect tax legislation or guidance is not always straightforward. One such area involves the treatment of certain transactions undertaken during the reporting period.

To support its assessment, management has obtained professional advice and considered the available guidance in forming its view. Based on this, the company has applied a tax treatment it believes to be reasonable, supportable, and consistent with the substance of the transactions.

While there remains some uncertainty, the position adopted reflects management’s best judgement at the reporting date. The company will continue to monitor the matter and reassess its position as appropriate in light of any further developments.

Key sources of estimation uncertainty

Cash flow forecasts - going concern
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.

Tangible fixed assets
 
Page 28


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.JUDGMENTS IN APPLYING ACCOUNTING POLICIES (CONTINUED)

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on the number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Dilapidations provisions
Dilapidations provisions are recognised where there are "make good" clauses in the group’s operating lease agreements. The directors build up their dilapidations provisions over the term of the lease such that they represent the directors' best estimate of the amount required to remove leasehold improvements and put the property back into the condition at the inception of the lease.


4.


TURNOVER

The whole of the turnover is attributable to the principal activity of the group.

Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
8,987,569
8,747,906

Rest of Europe
1,026,176
1,079,445

Rest of the world
3,031,870
3,048,361

13,045,615
12,875,712



5.


OPERATING LOSS

The operating loss is stated after charging:

2024
2023
£
£

Loss on disposal of fixed assets
(5,295)
(7,032)

Exceptional administrative expense
2,413,992
-

Exchange differences
(29,698)
5,180

Depreciation and amortisation
3,717,982
4,199,171

Operating lease rentals - Cost of sales
3,645,398
4,572,755

Operating lease rentals - Administration expenses
118,317
273,181

Page 29


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


AUDITORS' REMUNERATION

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fee's payable to the Group's auditor in respect of the audit of the financial statements
57,500
52,000

Fees payable to the Company's auditors in respect of:

All other non audit services
12,150
14,000


7.


EMPLOYEES

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Wages and salaries
4,354,616
4,835,250
3,745,440
4,109,867

Social security costs
358,086
432,149
358,086
420,693

Cost of defined contribution scheme
97,733
298,581
97,733
298,581

4,810,435
5,565,980
4,201,259
4,829,141


The average monthly number of employees, including the directors, during the year was as follows:


        2024
        2023
            No.
            No.







Management
5
5



Administration
145
121

150
126

Page 30


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


DIRECTORS' REMUNERATION

2024
2023
£
£

Directors' emoluments
153,750
220,000

Group contributions to defined contribution pension schemes
14,206
11,200

167,956
231,200


During the year retirement benefits were accruing to 1 director (2023: 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £153,750 (2023: £150,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £14,206 (2023: £12,000).


9.


INTEREST PAYABLE AND SIMILAR EXPENSES

2024
As restated
2023
£
£


Interest charged on convertible loan notes
-
874,691

Interest charged on deep discount bonds
-
218,412

Other loan interest payable
1,925,319
744,260

1,925,319
1,837,363


10.


TAXATION


2024
2023
£
£

CORPORATION TAX


Current tax on profits for the year
(121,189)
3,389


(121,189)
3,389


TOTAL CURRENT TAX
(121,189)
3,389

DEFERRED TAX

TOTAL DEFERRED TAX
-
-


TAX ON LOSS
(121,189)
3,389
Page 31


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
10.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25% (2023: 23.52   %). The differences are explained below:

2024
As restated
2023
£
£


Loss on ordinary activities before tax
(13,114,821)
(10,064,150)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.52   %)
(3,189,172)
(2,367,088)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
468,355
263,959

Capital allowances for year in excess of depreciation
627,694
480,676

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(122,498)
-

Deferred tax not recognised
2,086,312
1,627,529

Other differences leading to an increase (decrease) in the tax charge
8,120
(1,687)

TOTAL TAX CHARGE FOR THE YEAR
(121,189)
3,389


FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.


11.


EXCEPTIONAL ITEMS

2024
2023
£
£


Exceptional loss on closure of sites
1,755,849
-

Exceptional loss on discontinuation of German operation
658,143
-

2,413,992
-

An exceptional loss has been recognised on the closure of an existing studio location and writing down the associated assets to recoverable amounts.

An exceptional loss has been recognised on the discontinuation of the German operation. 

Page 32


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


INTANGIBLE ASSETS

Group





Development expenditure

£



COST


At 1 January 2024
2,951,739


Additions
808,422



At 31 December 2024

3,760,161



AMORTISATION


At 1 January 2024
1,152,304


Charge for the year on owned assets
532,904



At 31 December 2024

1,685,208



NET BOOK VALUE



At 31 December 2024
2,074,953



At 31 December 2023
1,799,435

Capitalised software development relates to the group's booking platform, which is critical to the delivery of the group's services.



Page 33


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
 
           12.INTANGIBLE ASSETS (CONTINUED)

Company




Development expenditure

£



COST


At 1 January 2024
2,951,739


Additions
808,422



At 31 December 2024

3,760,161



AMORTISATION


At 1 January 2024
1,152,304


Charge for the year
532,904



At 31 December 2024

1,685,208



NET BOOK VALUE



At 31 December 2024
2,074,953



At 31 December 2023
1,799,435

Page 34


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


TANGIBLE FIXED ASSETS

Group



Leasehold improvements
Studio equipment and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



COST OR VALUATION


At 1 January 2024
28,674,724
3,959,968
15,135
356,815
327,152
33,333,794


Additions
586,370
146,967
-
17,832
6,830
757,999


Disposals
(4,027,157)
(1,826,528)
-
(244,873)
(169,233)
(6,267,791)


Exchange adjustments
17,418
(3,313)
-
(1,498)
(864)
11,743



At 31 December 2024

25,251,355
2,277,094
15,135
128,276
163,885
27,835,745



DEPRECIATION


At 1 January 2024
14,956,621
2,898,687
15,135
250,181
249,074
18,369,698


Charge for the year on owned assets
2,664,717
525,031
-
40,461
38,565
3,268,774


Disposals
(1,661,192)
(1,820,146)
-
(224,537)
(162,442)
(3,868,317)


Exchange adjustments
20,251
(3,008)
-
(1,429)
(538)
15,276



At 31 December 2024

15,980,397
1,600,564
15,135
64,676
124,659
17,785,431



NET BOOK VALUE



At 31 December 2024
9,270,958
676,530
-
63,600
39,226
10,050,314



At 31 December 2023
13,718,103
1,061,281
-
106,634
78,078
14,964,096




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Long leasehold
9,270,958
13,718,103

9,270,958
13,718,103


Page 35


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           13.TANGIBLE FIXED ASSETS (CONTINUED)


Company






Leasehold improvements
Studio equipment and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£

COST OR VALUATION


At 1 January 2024
17,892,438
2,887,602
15,135
271,208
268,782
21,335,165


Additions
544,456
53,720
-
16,444
2,952
617,572


Disposals
(2,460,237)
(1,507,766)
-
(185,548)
(135,849)
(4,289,400)


Exchange adjustments
(34,436)
(3,476)
-
(230)
(527)
(38,669)



At 31 December 2024

15,942,221
1,430,080
15,135
101,874
135,358
17,624,668



DEPRECIATION


At 1 January 2024
10,619,130
2,229,804
15,135
173,895
220,562
13,258,526


Charge for the year on owned assets
1,556,718
276,707
-
33,643
25,689
1,892,757


Disposals
(730,410)
(1,509,582)
-
(160,534)
(134,459)
(2,534,985)


Exchange adjustments
(11,340)
(2,822)
-
(68)
(466)
(14,696)



At 31 December 2024

11,434,098
994,107
15,135
46,936
111,326
12,601,602



NET BOOK VALUE



At 31 December 2024
4,508,123
435,973
-
54,938
24,032
5,023,066



At 31 December 2023
7,273,308
657,798
-
97,313
48,220
8,076,639





The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Long leasehold
4,508,123
7,273,308

4,508,123
7,273,308


Page 36


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


FIXED ASSET INVESTMENTS

Company





Investments in subsidiary companies

£



COST OR VALUATION


At 1 January 2024
22,168



At 31 December 2024
22,168





SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Pirate Studios LLC
USA
Ordinary
100%
Pirate Studios GmbH
Germany
Ordinary
100%

The registered office of Pirate Studios LLC is 1013 Centre Road, Suite 403-B, Wilmington, Delaware, 19805, USA.

The registered office of Pirate Studios GmbH is Unit 5, Bergholzstrabe 4, Berlin, 12099, Germany. Before the end of the year the group commenced liquidation proceedings for this company. 

The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£
£

Pirate Studios LLC
(10,786,283)
(792,360)

Pirate Studios GmbH
(5,530,594)
(1,247,757)

Page 37


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


DEBTORS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

DUE AFTER MORE THAN ONE YEAR

Other debtors
1,066,822
1,066,759
595,831
557,129

1,066,822
1,066,759
595,831
557,129


Other debtors due in more than one year are deposits paid to landlords at the commencement of leases. Each lease deposit is recoverable at the end of the relevant lease term. 

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

DUE WITHIN ONE YEAR

Trade debtors
228,988
382,129
226,239
382,897

Amounts owed by group undertakings
-
-
19,912,613
20,052,268

Other debtors
691,070
46,424
669,525
24,945

Prepayments and accrued income
370,322
314,161
307,838
230,073

1,290,380
742,714
21,116,215
20,690,183


Amounts owed by group undertakings are unsecured and repayable on demand.


16.


CASH AND CASH EQUIVALENTS

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
106,157
136,974
37,986
88,351

Less: bank overdrafts
-
(7)
-
-

106,157
136,967
37,986
88,351


Page 38


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

17.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
Group
Company
Company
2024
As restated
2023
2024
As restated
2023
£
£
£
£

Deep discount bonds
-
3,225,471
-
3,225,471

Bank overdrafts
-
7
-
-

Loans and promissory notes
-
9,032,966
-
9,032,966

Convertible loans
-
42,668,339
-
42,668,339

Trade creditors
2,044,245
2,134,014
1,496,092
1,875,738

Amounts owed to group undertakings
17,669,621
-
18,201,225
785,719

Other taxation and social security
295,018
1,444,401
293,366
1,443,310

Other creditors
1,688,539
2,556,485
408,164
1,239,494

Accruals and deferred income
1,561,647
1,615,335
1,485,115
1,501,411

Lease incentives
173,144
174,950
91,399
92,571

23,432,214
62,851,968
21,975,361
61,865,019


The amounts owed to group undertakings is owed to Pirate Studios Pte.. Limited, the ultimate parent, and so not eliminated on consolidation at Pirate Studios Limited level. These amounts are unsecured and repayable on demand. 


18.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Loans and promissory notes
78,696
90,423
-
-

Lease incentives
1,300,327
1,480,069
771,554
870,991

1,379,023
1,570,492
771,554
870,991



Page 39


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

19.


LOANS


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
As restated
2023
2024
As restated
2023
£
£
£
£

AMOUNTS FALLING DUE WITHIN ONE YEAR

Loans and promissory notes
-
9,032,966
-
9,032,966

Convertible loans
-
42,668,339
-
42,668,339

Deep discount bonds
-
3,225,471
-
3,225,471


-
54,926,776
-
54,926,776

AMOUNTS FALLING DUE 1-2 YEARS

Loans and promissory notes
78,696
90,423
-
-


78,696
90,423
-
-



78,696
55,017,199
-
54,926,776



20.


PROVISIONS


Group






Dilapidation provision

£





At 1 January 2024
746,844


Charged to profit or loss
140,941



AT 31 DECEMBER 2024
887,785

The dilapidations are expected to be used in 1 to 16 years.

Page 40


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           20.PROVISIONS (CONTINUED)

Company





Dilapidation provision
Total

£
£





At 1 January 2024
592,685
592,685


Charged to profit or loss
112,872
112,872



AT 31 DECEMBER 2024
705,557
705,557

The dilapidations are expected to be used in 1 to 16 years.


21.


SHARE CAPITAL

2024
2023
£
£
ALLOTTED, CALLED UP AND FULLY PAID



95,284 (2023: 31,800) Ordinary A shares of £0.01 each
953
318
0 (2023: 20,300) Preference A shares of £0.01 each
-
203
0 (2023: 21,500) Preference B shares of £0.01 each
-
215
0 (2023: 3,400) Preference B1 shares of £0.01 each
-
34
0 (2023: 12,900) Preference B2 shares of £0.01 each
-
129
249,985 (2023: ) Ordinary B shares of £0.01 each
2,500
-
0 (2023: 3,900) Ordinary shares of £0.01 each
-
39

3,453

938


On 14 February 2024 the company issued 502 C Ordinary shares.

On 23 May 2024 the company issued 990 C Ordinary shares. 

On 3 June 2024 the company redesignated all Ordinary, Preference A, Preference B, Preference B1, Preference B2, and C Ordinary shares as A Ordinary shares. 

On 3 June 2024 the company issued 249,985 B Ordinary shares of £0.01 each for consideration of the conversion of debt totaling £48,426,247. 

Page 41


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

22.


RESERVES

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Capital redemption reserve

Capital redemption reserve represents the amount of capital replenished following the cancellation of shares.

Foreign exchange reserve

This is the gain or loss arising on retranslating the net assets/liabilities of overseas operations into Pounds Sterling.

Profit and loss account

The profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

23.


ANALYSIS OF NET DEBT





At 1 January 2024 (as restated)
Cash flows
Other non-cash changes
At 31 December 2024
£

£

£

£

Cash at bank and in hand

136,974

(30,817)

-

106,157

Bank overdrafts

(7)

7

-

-

Debt due after 1 year

(90,423)

11,727

-

(78,696)

Debt due within 1 year

(57,785,038)

-

57,785,038

-



(57,738,494)
(19,083)
57,785,038
27,461

Other non-cash changes includes interest accrued on loans, which is held within the loans balance, as well as the conversion of debt into equity and replacement of debt by an intercompany facility with the ultimate parent company.  

Page 42


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

24.


PRIOR YEAR ADJUSTMENT

During the year, the Directors identified that interest continued to be accrued on certain debt beyond the date on which an agreement was reached with the debt holders to cease further interest charges. Under the terms of this agreement, dated 10 November 2023, the company was no longer liable to incur additional interest on the relevant debt from that date onwards.

As a result, the interest expense was overstated in the financial statements for the year ended 31 December 2023, and the related creditors were overstated as at that date.

This has been corrected by restating the prior year comparatives. The impact of the restatement is as follows:
 
Reduction in reported finance costs for the year ended 31 December 2023: £2,858,262. 
Reduction in reported creditors falling due within one year: £2,858,262. 
Increase in reported retained earnings as at 31 December 2023: £2,858,262. 

The Directors also identified that an unrealised foreign exchange loss related to the translation of foreign subsidiaries into reporting currency of was recognised in the profit and loss account, when the correct treatment is to recognise this through other comprehensive income in the foreign exchange reserve. 

This has been corrected by restating the prior year comparative. The impact of the restatement is as follows:
 
Reduction in reported administration expenses and reported loss for the year: £824,363
Reduction in reported other comprehensive income: £824,363
There is no impact on previously reported total comprehensive income or net assets as a result of this adjustment. 


25.


DISCONTINUED OPERATIONS

Before the end of the year the group ceased the majority of its operations conducted via its German trading subsidiary Pirate Studios GmbH and commenced liquidation proceedings. Assets have been written down to recoverable amounts, and this has realised an exceptional expense of £658,143 in the profit and loss account. 


26.


CONTINGENT LIABILITIES

The company is reviewing certain aspects of its indirect tax position in relation to past transactions. While there is some uncertainty regarding the appropriate tax treatment, the company has obtained professional advice to support the position adopted.

At the reporting date, no liability has been recognised, as it is not possible to determine the outcome of this matter or to make a reliable estimate of any potential financial impact. This matter is disclosed as a contingent liability in accordance with Section 21 of FRS 102.


27.


PENSION COMMITMENTS

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £89,782 (2023: £298,581). Contributions totaling £58,968 (2023: £27,073) were payable to the fund at the reporting date and are included in creditors.

Page 43


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

28.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
3,349,134
3,762,127

Later than 1 year and not later than 5 years
11,815,352
14,738,149

Later than 5 years
7,658,334
15,486,480

22,822,820
33,986,756


29.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption available under paragraph 33.1A of the Financial Reporting Standard 102 not to disclose transactions with other wholly owned members of the group. 

Key management personnel are considered to be the directors and their remuneration is included in note 8. 

EXS Property Innovation Concepts VCC (EPIC) is a private equity fund that has common directors with the company. During the year the company received promissory note/bridge loan funding of $1,770,000 from EPIC and was charged loan interest totaling $470,697. On 3 June 2024 the total amount owing to EPIC of $6,559,014 converted into a redeemable convertible loan with Pirate Studios Pte. Ltd. and is therefore represented in the intercompany account balance. 

Post-3 June 2024 Pirate Studios Pte. Ltd. received redeemable convertible loan funding from EPIC totaling $3,020,000, these funds were provided to the company via the intercompany account. EPIC charged Pirate Studios Pte. Ltd. interest of $1,602,349 and expenses of $690,809, both of which were recharged to the company. 

EXS Capital Partners (EXS) is a private equity fund that has common directors with the company. During the year the company was charged loan interest on outstanding promissory note/bridge loan funding totaling $104,448. On 3 June 2024 the total amount owing to EXS of $1,309,429 converted into a redeemable convertible loan with Pirate Studios Pte. Ltd. and is therefore represented in the intercompany account balance. 

Post-3 June 2024 Pirate Studios Pte. Ltd. received redeemable convertible loan funding from EXS totaling $100,000, these funds were provided to the company via the intercompany account. EXS charged Pirate Studios Pte. Ltd. interest of $446,053 and expenses of $2,634,991, both of which were recharged to the company. 

Edge Investments (Edge) is a private equity fund that has common directors with the company. During the year the company received promissory note/bridge loan funding of $1,130,000 from Edge and was charged loan interest totaling $205,943. On 3 June 2024 the total amount owing to Edge of $3,589,709 converted into a redeemable convertible loan with Pirate Studios Pte. Ltd. and is therefore represented in the intercompany account balance. 

Post-3 June 2024 Pirate Studios Pte. Ltd. received redeemable convertible loan funding from Edge totaling $1,370,000, these funds were provided to the company via the intercompany account. Edge charged Pirate Studios Pte. Ltd. interest of $870,271 and expenses of $100,000, both of which were recharged to the company. 

Page 44


PIRATE STUDIOS LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

30.


POST BALANCE SHEET EVENTS

Since the year end the Group has received additional bridge loan funding totalling $1,500,000. 


31.


CONTROLLING PARTY

The immediate and ultimate parent company is Pirate Studios Pte. Ltd., a company incorporated in Singapore. Consolidated financial statements are available from the registered office of 10 Anson Road, #28-01 International Plaza, Singapore.

In the opinion of the directors there is no ultimate controlling party. 

 
Page 45